To Change History
by Polsaris
Summary: The human race stands on the edge of total extiction. Now the only hope rests own the sholders of the daughter of two of the greatest heros the world has know. Can she stop the war before it begins and can she save her own past while she is there.
1. Prolog

**Authers Notes:**

So this is my first ever fanfiction and I am currently writing the rest of the story. I'm putting this up know for two reasons.

I'm testing the waters to see what people think of my writing. I'm trying to find out what I'm good at and what needs improvements

I'm looking of a beta reader. So if you would like to do this please let me know.

So I will be finishing this story just it will take a little while to get the rest finished and up so please be patient with me for the rest.

Finally for all characters unless otherwise said just go with whatever costume comes to mind first if I have one in particular in mind I will let you know.

 **Disclaimer:**

I do not own Marvel or any of its characters in any way shape or form.

 **To Change History Chapter 1**

Theses where the jobs that Happy enjoyed doing. He was given the honour of taking the new parents home for the first time and he couldn't be happier then to get out of the Avenger Tower. Don't misunderstand him he enjoyed working for the great Tony Stark but ever since he became Ironman he was no longer needed to be his bodyguard. So now he was just so overpaid errand boy at times. But then something like this would come along. He pulled the limo up in front of the small two story house in Queens and new this little job would be coming to an end soon and then he would head back to the tower to wait on the next task Tony had for him.

Stepping out of the limo he quickly stepped back to open the back door so the people inside could get out and enter their home. First one out was a young man with chocolate brown hear and eyes. To anyone on the street he would look like your average young man but to all those that knew him best this was the Amazing Spiderman or Peter Parker.

"You know Happy you didn't have to do this. We would have been perfectly happy catching a cab?"

"That might have been the case sir but Mister Stark wanted me to make shore you had no troubles getting home with those two new little ones." Happy replied as he looked down into the Limo to the two sleeping forms and their mother. "After all it also gave me a good reason to get out for a while."

"Well thank you Happy from both of us." Said the young blond women. Now this person made most people look twice at her looks. She was known as one of the most beautiful woman on the planet and did I mention one of the strongest. This was the great Captain Marvel or to her friends Carol Davis Parker. "Peter can you please unlock the front door while I get these two out."

A little over a week ago she had given birth to their twin children. She had lost her powers while she was giving birth and they were yet to return. Beast said they would return shortly but until then she was told to stay away from any of their usual affairs. They have two children twins one little girl named May Carol Parker named after Peters dear Aunt who died while Carol was pregnant with their children and Steve Joseph Parker named after their two brothers who both died in combat.

"Ok I'm going. I'm a going." Peter replied as he walked off.

Happy smiled shock his head and headed around to the boot of the car. Popping the boot he let in to get the bags out of the boot only to be rocked and pushed right off his feet by a massive explosion. With his ears ringing he slowly made his way back to his feet to look around and all around him there was bits and pieces of the house and then he hear her voice.

"Peter!" Carol screamed as she got out of the car and ran over to where his body was laying on the front lawn. Rolling him over she heard him grown as he slowly came around.

"Not now Aunt May I've got a really bad head ach."

"Oh Peter. Are you ok?" Carol asked

He never got to answer as they heard a very disturbing laughter coming from over what remained of the house.

"Welcome home." The Green Goblin chuckled. "I thought I would bring your two kids a little welcome home present and you know what I thought the best thing I could give them is." The Goblin pulled a pumpkin bomb out of his glider and activated it. "I'm going to make them orphans." And with that he lobed the bomb as them. Peter grabbed Carol and leaped out of the range of the explosion. Happy didn't even think twice pulling out his gun he placed himself in the open doorway of the car protecting the now crying babies with his own body.

Peter put Carol down and looked her straight in the face. "Get the kids and get out of here Ill distract him."

Carol took off at a full sprint towards the car while pulling out her Avengers ID card. Activating the communicator she didn't even wait for a reply as she started talking.

"Mayday, Mayday this is Captain Marvel calling Avenger HQ. Spiderman and I are under attack from the Green Goblin I repeat we are under attack. Please send backup."

Ironman's face came on the view screen. "What's going on Cap?"

"Peter and I have just gotten home with Happy when the Goblin attack. Peter has none of his gear and is trying to fight him off while I get the kids to safety but still we could use some help here."

"I'm putting out the call now," Tony hit the emergency call. "JARVIS deploy my Armor I'm getting in on this myself."

Just as she arrived at the car where Happy was still standing and guarding the kids. She heard another explosion rock the street. Turning around she saw Peter hit the street hard. "Peter." Turning back to Happy, "Get the kids to safety." Taking out her ID card she put her card into Mays capsule she took the gun off of Happy. "I'm going to help Peter."

Turning back to the fight she raised the gun and started unloading the clip at the Goblin. The first bullet bounced off his helmet getting his attention so as she shot off the rest of the clip he dodged each shot. Racing up to her as the clip emptied he grabbed her by the throat and lifted here off the ground.

"Now Pete. I want you to pay geed attention to this."

"NO NORMAN LET HER GO" Peter yelled and with that a sickening snap sounded. "NNNOOOO"

The Green Goblin dropped Carol's lifeless body to the ground as Peter fellow into a rage and attacked with all he has.

Happy ran up to the first house he could find with their door open to watch the fight. So he had no idea what was going on behind him. All he could see was an open door and a young couple standing in the doorway looking at him as he came running up to them. Pushing one capsule into each of their arms he didn't even bother to ask or even talk nicely he was just trying to get his point across as quick as he could.

"Take these two, lock the door, go down into your basement and don't come out unless you see me or an avenger come for you." And with that he turned back around not even looking to check to make shore they did as they were told and ran back to the boot of the car. Once there he risked a glance to see what was happening and he was shocked into a statue. He saw the lovely Captain Marvel the women how had gone toe to toe with all the worst this world has seen lying on the ground and his whole body went cold. And there was Peter losing his focus as he attacked in a blind rage. Pulling back on the lying of the boot he exposed a secret stash of weapons that he keeps on hand for emergencies and he pulled out an experimental energy gun that Tony had made but never but into production. Activating the fuel cell he looked back to the fight and there was the Goblin with Peter in a bear hug and slamming his masked face into Peter's stunning him. Pushing him off the glider Peter crashed to the ground and the Goblin pulled out a spear. Throwing it as quickly as he could. Peter didn't even have time to react as his spider scene had already been going crazy for quite some time. The spear went straight through his chest pinning him to the ground.

"Now I know that this probably isn't enough to finish you off so I made that thing just for you." Pulling out a remote he slowly came down to Peter's position. "You see all I have to do is press this little button and you will be in for a nasty shock. Ready?" Pressing the button down Peter was shocked with waves of electricity flowing through his already broken body. This time the Goblin held the button down and it all stopped and Peter coughed out blood. "Well as fun as it has been over all these years it's time for me to put you out of your misery. But before you die I just want you to know I'll be looking for you children next."

Just then he heard a noise just like a repulser charging and firing. Looking up he caught the hit of light right in the chest and it burnet some of his armour. Looking at his chest and then back to where the sound came from he was looking Happy right in the eyes.

"Well I'll be a little old human has decided he will try and mess with the Goblin." Standing up straight on his glider he stared straight down at Happy. "You do realise how out classed you are right?"

"Drop the remote and leave the Spider alone."

"Ooww I don't think he realises what he even said. Fine one remote dropped." As soon as the button was realised the electricity started to flow throw Peter again until he stopped moving. "Well what do you know he just died and it's all because you told me to let go of that little button. What do you think of that?"

Happy didn't even answer he just charged up another shot and as he fired the Green Goblin started flying in cycles around him. Meanwhile Happy continued to charge up and fire not even taking his eyes off the Goblin. Every shot missed the Goblin and so he hit a button on the glider which shot out another pumpkin bomb which he redirected straight at Happy. The bomb blew up right at his feet throwing him back and making him drop the weapon.

The Goblin pulled out a bat blade and ready to throw it put blank to kill Happy. "As I said total out classed you know you never stood a chance at beating me right?"

Happy just laughed as he looked straight back at the Goblin. "Oh I wasn't trying to stop you just slow you down and buy time."

"Oh really and what where you waiting for anyway?"

Just then there was another charging sound right before another repulses blast hit the Goblin sending him back away from Happy. "Just that." Sitting up he looked up at Ironman flouting down towards him not followed behind by one of the Avenger jets. "Hay boss what took so long?"

"Sorry I had to wait for Cap to stop waxing his shield." Iron man landed right next to Happy. "How you going buddy?" As he asked this the back of the jet opened up and out ran Captain America who came straight for Ironman while Hawkeye and Black widow went to check on the other two.

"I think I might take a holiday after this. How's the spider and marvel going?"

Just then they heard both widow and Hawkeye sware. Drawing everyone's attention as they looked back and forth between the five of them both agents just shook their heads not wanting to say what had happened.

"Goblin you are under arrest for the murders of both Peter and Carol Parker. Stand down." Captain America yelled at him.

"I don't think so matter of fact I have a little present for Mister Stark." With that he throw a ball at Ironman and turned to fly off.

Ironman caught the ball in the air before it could hit him and nothing happened. "Well that was eventful." Just then the ball beeped and electricity started to flow through his body shutting down his armour.

"Ironman." Captain America yelled. Throwing his shield he knocked the ball out of his hand and Hawkeye put an arrow to his bow and let fly in very quick motion. The arrow sailed through the air and lodged itself into the glider and with that the Green Goblin disappeared from sight.

Ironman's armour slowly reset itself. As he stood up put his hand to his communicator "put the word out the Goblin has just killed both Spiderman and Captain Marvel and there is no way in hell does he get away with it. I want every Avenger whether they are on call, active or on leave pulling this city apart right now. No one goes home until he is in the deepest darkest hole we can find and then we will bury him." Letting go of the communicator he looked over at the archer. "Please tell me that arrow didn't miss."

"Please it's me you're talking to." Pulling a display screen out of his belt. "That arrow was a tracker. Where ever he goes we can follow."

The Goblin was having a really hard time of it since leaving the Parker house everywhere he turned he saw yet another hero waiting for him somewhere and he had no idea of how they were following him. Just then thunder and lightning rolled across the sky and he knew his day just got even worse because that meant ether Thor, Storm or both had just turned up as well. He needed to keep moving he needed to find somewhere to hid and yet he knew that was going to be close to impossible as he was probable even being tracked by that painful six clawed animal somewhere. Just as he glided around a corner his glider caught on fire crashing him into a building as he fell from the wall he was caught by some sort of ice slide that directed he decent down to the street right at two of the people he least wanted to see at the moment. One man was made of pure fire that burned so hot at the moment the tar under his feel was melting and the flame in his eyes was just as bad and the other was made of solid ice and all over his body the ice came from him in very sharp and dangers ways.

"You just killed one of our closest friends," Jonny Storm said.

"And in our books that puts you in a very bad place," The Iceman continued. "I would like nothing more then to freeze you right to the bone."

"Then I'll take over and melt you right down to such a paste that you would not be recognisable." Reaching down Jonny picked him up by his shirt and held him in-between the two of them. "But Captain America wants us to bring you in alive for some reason. What do you think of that?"

"I think I'm luckier then you." The Goblin raised his hand to produce a pumpkin which then blew up in his hand producing such a bright light that they both had to cover their eyes for a moment. Which was all he needed to try and make an escape.

This didn't get him far because as he made his way down the street he ran straight into some sort of wall. One that he could look right through and this was when Susan otherwise known as the Invisible Women made herself visible right in front of him.

"Dam it. Where do you lot keep coming from?"

"We have all come out for this one. You just killed two of the most influential people in the superhero community. You didn't think we would let you walk away did you?"

Just then more lightning crackled overhead and as he looked up to look around him he saw both Thor and Storm descend on either side of him. Just then lights lit up all around him as two more Avenger jets come to flout near him and as he looked around he saw even more Avengers old and new as well as X-men standing around him.

"Stand down Goblin." Ironman said.

"No I don't think so." Just then a new glider came into view and as it drew closer to him it threw out smoke bombs, flash bombs and explosives in its wake. As he took to the sky to get away Spider girl swang down and planted both of her feet into his chest kicking him right back off his glider. As he fell Spiderwoman entered the fray flying at her max speed she hit him as hard as she could right in the head braking his masked helmet right off his face. She was traveling so fast she couldn't slowdown in time to follow up the hit with another but she didn't need to as a new web line attached itself to his chest. He felt himself being swag around picking up speed as he then was throw down into the ground again braking the ground with his impacted.

He had no idea how he stayed alive or even conscious after those two hits all he knew was that every part of his body now hurt. And this was when Spiderwoman chose to land on his chest. Her hand glowed with all the rage in her body and she looked down at the man responsible for killing two of the most important people in her life. The venom blast just kept charging brighter in her hand and he knew this was it. He had seen this look before in other people's eyes. The end had come for him.

"Stand down Spiderwoman." Captain America said to her as he rested his hand on her shoulder.

"He deserves it."

"That may be true but that isn't what they would have wanted." This made her head wipe around to face him. "Peter never took a life he always defended all life even those that didn't deserve it and Carol agreed with him."

She throw her hand into the sky letting the blast go above her head and it exploded out breaking glass all around them. Moving her foot she began to walk away. "Get him out of my sight before I change my mind." And with that she walked towards Logan. He took her into his arms right as the dam as rage broke in her turning into tears that poured down her face.

Steve bent down and picked the Goblin up by his shirt. "No more tricks or I will let all of them have you."

Just then a gun shot rang out and the Goblins head exploded and Steve dropped the body to the ground. No one even payed it a second thought and throughout history no one knows who pulled the trigger but a lot of people had a pretty good idea.

A few blocks away the Punisher was packing up his sniper rifle and walked way saying quite simple, "Justice has been done." Standing up he folded up his sniper rifle and looked over at the building across from him. Looking into the window of his intended target he could see the Jackal looking straight back at him. "Next time your mine," he said knowing that the Jackal couldn't hear him. Walking over the elevator he reached back into one of his pockets and pulled out a spider-tracer

"I just know I'm going to regret this." He heared Spider-mans voice in his head, "but keep the tracer. If you need help with something, anything just turn it on and ether myself or the Scarlet Spider will find you."

Later as some Avengers returned to the tower along with the Fantastic Four. They now had a very difficult decision a head of them. Happy had brought the twins back to the tower while everyone went hunting and now he stood in the middle of the room with the twins in their carriers. He had not let them out of his sight since he took them back from the Parkers neighbours and even now he was standing guard over them like they were two very fragile pieces of glass only he knew how to care for.

Around him stood all the members of the Fantastic Four with Iceman standing with Jonny. Also around the room was Captain America, Ironman, Daredevil, She-hulk, Black Widow, Hawkeye and Luke Cage. Up on the wall Spider girl was surprised to be invited back with the rest of them but she wasn't going to turn down anyone tonight for tonight she had lost her mentor. Finally Wolverine was there holding Spiderwoman in his arms. She had cried most of the way back to the tower for her she had just lost another two members of her family and this man holding her giving her the comfort and strength she so desperately needed was the big brother she needed and cared for. For Logan it was the same for him the four of them Spiderman, Captain Marvel, Spiderwoman and he where a very close nit group. When the X-men split he lost one family just to realise he had another waiting for him in these three people and when he left again to open the school all three of them supported him. Tonight he had lost another brother and sister.

Finally Toney spoke up as his Armor folded away from his body, "so what do we do with these two now. I don't mind having them in the tower but someone needs to care for them."

"I know they both had wills and Jennifer and I both have one as their chosen lawyers but it will take time to go throw the processes with them." Daredevil said.

"In my book there is no question who should look after them." Jessica said as she moved out of Logan's arms. Walking up she picked up both carriers from Happy. "I'm taking them. Carol, Peter and Logan where the only family I had until these two came along. Now they are gone and all I can think of is when I first meet these two. Carol looked me straight in the eyes and said 'come to meet your nephew and niece have you. Come on you to it's time to meet Aunty Jessica.' So I might not know how to raise them but I will try my best."

She tried to leave the room with that only to be stopped by Tony. "If you are going to be that then I suggest the first thing you do is head down the infirmary." This made her turn her head around in a flash. "I believe that Beast still has the two cribs they slept in down there and one you have them settled in a bed come see me in my lab so we can reorganise your room here in the tower. After all you will need somewhere to care for them."

"Thanks Tony that means a lot."

"Whenever you need advice or even some time off come over to the tower. I have plenty of experience with super powered children." Susan Storm added.

"Thanks Su." Jess added before once again starting for the door.

Just before she made it to the door she was once more stopped this time by a hand on her shoulder. As she looked back over her shoulder she came face to face with Logan. "You won't be alone in this." Reaching down he took Steve's carrier from her. "After all I'm Uncle Logan."


	2. Chapter 1

It's has been over a year and a half but I have finally finished. Sixteen chapters and a epilog to post over the next few weeks. Now I did ask one of my friends if he would proof read it for me but he hasn't had much time and has been sitting on it for the last month. So I'm going to start posting it as it is. Sorry about any errors I may have missed but if anyone feels like having a go at it let me know and I'll send the whole thing to you. Then once it has been properly edited I will go through and change everything I have posted. So now have fun.

Reborn Dark Phoenix

Thank you so much for your review. Belive it or not but eveytime I was stuck I would reread what you put up and try even harder. Now to answer some of your questions. The Punisher is something I have added to so hopefully that will sort that out for you and I will try and add a bit description in for you in the future. I liked what you did with the four of them as well and pulled what I could out of the comics for the rest.

Chapter one

It had been twenty-five years since the death of the Parkers and their children had grown up very well. May had taken on the name of the Marvels Spider women because she wanted to honour both her really parents as well as the women that raised her. He costume was based around her mother's Captain Marvel uniform from colours to the red sash around her waist she kept it the same the only thing she changed was she took off the yellow star and added her father's black spider in its place. Some people said it looked weird, but she liked it. She had all her parent's powers. She had flight, strength, energy absorption and manipulation from her mother as well as her durability. With it she also got her father's flexibility, spider scenes, his ability to cling to any surface and she even put small web shooters on her arms.

At the moment she was flying over the last line of defence between what is left of the human race and the aliens that have been slowly driving them to extinction over the last five years. Here in the savage lands stood the last of the resistance that fight back against the invaders. In five years she has lost just about everyone she cares most about. Jessica Drew a.k.a. Spider-women few in the fight for New York making shore that May and her brother and at that stage his girlfriend could get out. Then most of the rest of the Avengers fell trying to take back North America which failed and now all that was left was right here in the savage lands. Behind her was the great tower once built by Magneto to house him and the Brotherhood now is the main nerve centre for the resistance. All the civilians that where left are currently being housed in the tower waiting for the return of the Guardians of the Galaxy to take what was left of the human race off this rock, so they can make a new home somewhere out there in the universe. Also, the four-people trusted most to coordinate the battle where there as well.

Portal a mutant with the power to open and close portals of different sizes to take anyone and anything she wants all around the world. She works alongside her husband Steve Parker also known as Bunker. Bunker never developed any real powers from the parents he shared with the new Spider-women, but he did get his father's spider scene and a little of his mother's durability. But in saying that he did grow up to be one of the smartest people the world has ever seen. Before all this started a lot of people where talk that he might even out do his mentor Tony Stark a.k.a. Ironman. These two where in charge of communication and co-ordination they moved ever-one in the line around to hold the line and to keep everyone they can safe and everyone knew without their efforts they would have all died out long ago. Then leading everyone that was left was the two Richards. This wasn't anyone on the original fantastic four no this was the son of Mister Fantastic and the Invisible Women. Franklin Richards was one of the only two omega level mutants left in the world with the ability to change the reality around him with just a thought and his wife. Racheal Summers-Richards a.k.a Marvel she two is an Omega level mutate with the power of the Phoenix in her as way the two shared the leadership of the resistance and with these two combining their powers together they have been able to keep the aliens out of the Savage land.

"So, what do you think sis how's it going out there?"

"Well as you can already see the line is holding for now but only because none of the race has fused yet."

The aliens that had attacked five years ago where unlike any that they had seen before. They were a race of bio-organic life-forms that would throw themselves at their opponents. Blades and claws where what they used and not much held up under their attacks. But what made them really dangers was their ability to fuse themselves together to make a much larger and more powerful unit and one some of these entered any battle field then things always seemed to turn on the defenders.

"Thank goodness for small miracles."

"Uncle Logan and Talon are holding the line together for now with any luck they will keep it that way." Down on the ground Spider-women watched as the two of them went into one of their rages and started to slice anything that came in their path to shreds and yet even through all this destruction they still working in perfect tendon almost like it was some sort of well-rehearsed dance. "Any word from Star lord?"

"No not as of yet but they shouldn't be too far off. They should be entering our solar system sometime in the next five minutes."

This was when things to a turn for the worst. A few of the Race all of a sudden changed tactics and this was something they had all seen to many times in the past. Instead of them racing straight for any person that moved near them they started to run towards each other.

"You should probable get Portal to start getting people out of here they are starting to form up." Spider-women knew that things were about to get very bad around here and that means that anyone who couldn't hold their own needed out.

"I'll get her to start opening them now. What are you going to do?"

"I'm going to help Wolverine and Talon hold the retreat together."

Down on the battle field groups of three and four where getting together and fusing together into a larger unit. The defenders were still trying to break as many as they could before they finished forming. "Just got word from Rocket they are just passing Jupiter should be here in about two minutes. Can you hold off until then?"

"No promises but we will see what we can do."

Now portals of blue light started to form next to all the defenders. Where ever one opened everyone nearby jumped through. As the defence where falling the attack was pushing forward. Three units finished forming up and they were a mix of living tissue and machine right from most people's nightmares. Sharp claws, sharp teeth and a tail they use to spear people with.

The last of the defenders ran through the portals leaving one behind. Standing between it and the attackers where Wolverine, Talon and Spider-women.

"You two ready for this?" Wolverine asked rolling his shoulders. "I don't think I'll be able to pull your buts out this time. I'm getting a little too old for this."

"Really Dad." Talon flickered her claws in and out of her hands. Looking over at Spider-women she continued. "Bet you I bag mine before you bag yours."

"You're on," Spider-women charged up her photon blast she charged right at the closest Race.

"Kids," Wolverine said shaking his head.

Charging her blast up as powerfully as she could she raced at her target? It saw where she was headed and moved to intercept her. Letting out a roar it slashed down at her. She slide under its legs keeping as flat as she could.

"I hope you know what you are doing." She commented in her ear.

As soon as she cleared the tail she planted her feet and pushed up off the ground lunching herself into the air straight back the way she came over the top of it. Releasing her hands at point blank range she fired everything she had right into its face draining a lot of her energy reserves. The blast pushed right down through its face and blowing right out the back of its head the head exploded right off its shoulders. With that she dropped to the ground onto her knees.

"Well that worked." She looked at the lifeless corps in front of her.

"Yeah it worked this time but it won't work if there is another around. After all I think that took just about everything out of you."

Looking around she could see Wolverine up on another's back slicing into its neck. 'Well he has that sorted' she thought to herself. Changing to Talon she saw her friend pined to the ground with the creature's claw in her chest. If it was anyone else, she would be dead but a few years ago Talon had an upgrade and had all her bones covered with adamantium making her just as indestructible as her father. She was slashing at its arm but this only seemed to fuel its rage. With its other hand it reach down and pulled her arms over her head. It roared in rage as it prepared to bite her head off.

"Oh crap," Spider women muttered. Mustering any and all the strength she had left she ran to her friends' aid. Grabbing the Races head before it could bite down she dragged back with all her strength. She eventually got it up off her friend's body. "If you want to do something now would be the time. I don't know how long I can hold it for."

Talon got herself off the ground and raced up to where her friend was struggling with the creature. Not wasting any time, she dug her claws into the side of its head. Twisting her hand, she pulled her hand back and watched it fall lifelessly to the ground.

"Took your time," May said. Talon just looked at her friend and shrugged her shoulders.

"For a little bit there I thought I was going to have to pull your buts out of the fire again." Wolverine added.

"Ahh I hate to break up this little pow wow, but the ship is arriving so you three need to be heading back." Steve interrupted. "But first can I get you to do a quick lag around the perimeter, Sis."

Holding her ear so her friends would know she wasn't talking to them. "Will do and I'll pass the message along now." Looking up at the other two worriers she continued. "Bunker said you two should be heading back the ship will be here any minute. I'm going to do one more lap before I meet you there."

Waving her friends off she took to the skies.

Two hours later she joined back up with her friends on the bridge of the transport ship.

"Well I'll be you really pulled through this time." Where the first words out of her mouth as she walked in.

"Hay I have you know I was almost always there when your mother needed me." Star lord replied turning his seat around.

"How are you doing little one it's been a long time?" Rocket cut in.

"I am Groot."

"Who are you calling little fuzzy." May said ruffling his fur. "Good to see you to Groot."

"Before you three get back into your usual banter." Star Lord interrupted getting out of his seat he walked over to May raising his hand to show her the door he continued. "The Richards would like to see you as soon as you can. There is some sort of meeting going own and they asked that I brought you in as soon as you got on board."

"Say no more I should probably go see what our fearless leaders want."

A short time later the meeting came to order in the common room. Racheal and Franklin sat together at the head of the table with Talon and Wolverine down one side. Across from them sat Bunker and Portal while down the bottom of the table sat Star Lord and May.

"Ok now everyone is here I would like to first thank the Guardians for coming to our rescue I don't know how much longer we could have held out in the bad lands." Racheal started.

Franklin then continued for her. "We have also come up with a plan that we would like to discuss with all of you, but it is very risky."

Wolverine snorted and folded his hands behind his head and leaning back in his chair. "We just lived through the end of the world what could be worse than that?"

"Going back." Franklin said with a very straight face making Wolverine fall off his chair. "We believe we have come up with a way that could make it so that nothing ever happened but unfortunately it means going back to Earth."

"You see I once came up with a way to send someone's mind back in time into the body of their younger self. There for they would have all of their memories from up until I sent them back to a time that they could hopefully stop what was coming. I once did it with Shadow cat."

"I remember that." Wolverine finally made it back onto his feet stood his chair up and sat down facing Racheal. "But if I remember correctly she came back to stop the Sentinels."

"That's right but you see one of the big problems with doing that was that whoever went back then had to spend time making others believe them. This time we want to skip that problem and send a whole person back."

"So, by combining my reality powers with hers we were able to come up with a way to send someone or something back, but they can't be alive in the time we are sending them back to. This leaves us with the problem of when do we send them back and what do we try and stop. You see if we send them back to when the Race first invaded we can probable save more people, but we wouldn't be able to stop the invasion. Then there is the battle for New York when the Sentinels first attacked if we go for then we can probable save all the hero's that fell in the fight. No, it needs to be sometime in the past where we can cut off all of these events."

"That's when we remembered where the Sentinels found all of their new tec. If we can someone back before the crash or sometime before they cracked how to use it, we could stop all of this from happening."

"Right well sign me up. I'm pretty dam shore I have huddled worse and can make others listen to me." Wolverine said.

"Where you not listening old man. You can't be alive in the time they are talking about and out of everyone here you have been alive the longest." Talon cut in, "No there is only three people here that fit that bill." Talon looked straight over at Bunker, Portal and Spider women.

"Ahh hell no I promised Portal that once we were off world there would be no more fighting, and we find somewhere nice and quiet to settle down and raise a family." Bunker cut in straight away.

"By the sound of it they are trying to give you that chance just that it will be back on Earth and it will only mean one more mission before retirement not spending the next five years trying to find a home." Star lord tried his best to help but this went straight over Bunker but both of the ladies where listening.

"What exactly did you want us to do?" Portal asked.

"You can't be considering this are you?"

She just raised her hand to cut off her husband. "Please answer my question."

"You will need to go back to Earth and find an arch reactor somewhere in or around New York to recharge this device." Franklin started as he placed a piece of machinery on the table, "I'm sorry there wasn't enough charge left in the reactors in the tower to charge it."

"So that means Stark Tower or one of your bunkers dear brother."

"Then you are going to have to get as close as you can to Avenger HQ before activating and going through the portal it creates but you need to remember where ever you open the portal that is exactly where it will be in the past so make shore you are in an open area."

"Once you are through that is when things will hopefully get easier." Rachel finished for her husband, "You will need to convince the Avengers who are and why you are they're without upsetting any events that would lead to your existence. Finally, we need you to take this back with you as well and give it to Franklin and me if you complete everything else you have been tasked with." She put a gold covered ball up on the table the size of a soccer ball with two hand marks on either side.

"Unfortutly this would be a one-way trip. We can take you back there and drop you off, but we can't risk a second round. So, I'm sorry but if you agree then that's it." Franklin finished.

"Well that was a mouthful," Steve commented.

"Well I'm in." May folded his arms across her chest.

"What!" Steve yelled. "You cannot be considering this. It's close to suicide."

"Yeah, I am," May replied.

"So am I," Portal added. "After all, if we can pull this off we can have our planet back."

"But if we fail then that's it. No more. We are toast." Steve said.

Portal reached out and wrapped her arms around him. "Yeah but think of it. It's a one-way trip to our future. We are going to make shore that when we have kids they don't have to be afraid of their past. They can have a whole life ahead of them in a plant that is theirs." Then she put her head to his ear and whispered something that no one else was meant to here. Unfortatly both Tolan and Wolverine grinned.

Steve sighed and kissed his wife, "I guess this Bunker is going back to his bunker."


	3. Chapter 2

Cabrera 1234

No May is not going back to save her parents. She is going back to save everyone but if she can save her parents along the way, then that is a bonus.

Chapter two

Rocket flew his small fighter ship down as fast as he could in stealth mode. It was only small designed for this type of mission. It could only fit small numbers of people and even then, it was mostly for drop and run just like this. Very fast, very agile and could be completely invisible like it is now. As they cleared the upper atmosphere they saw the destruction and ruin that was New York.

"I'll get you as close as I dare to the tallest building that I find but I am not taking any risks." He yelled over his shoulder. "Remember this is a drop and run for me I have no weapons."

"Yeah we know Rocket you have only said it about twenty times since you were told to drop us off." Steve replied as his Armor formed up around him. It was very similar to the hulk buster his mentor invented he only made it smaller and added an external seat on the back his wife could sit on and fight alongside him. "Don't worry we are no more impressed with this then you are. After all, after you leave we are on our own."

"Well when you get back to the past just remember you owe me one. Portal how much closer do you want me to get?"

Climbing up onto her husband's back she pulled out her rifle and closed her eyes and searched out with her mind locating their old bunker she focused in on their old landing sight. "Just a little bit closer and I can put us right down in our old home." Grabbing the controls, a bit tighter he gritted his teeth and pushed the ship a bit harder. "Almost there." Steve reached out his armoured hand and wrapped it around his sister's middle and pulling her to his chest. She let out a small yelp in surprise. "Now." Opening the portal right behind them in the ship Steve leaped back throw the portal which she closed straight after them. As soon as they were through Rocket banked and pulled up as hard as he could.

"Good luck kids."

The portal opened right in the middle of their old bunker and Steve in his let his sister go as soon as he could dropping to the floor he raised both hands on either side power running straight to the repulses. Two guns came out on both shoulders pointing right in front of him with the targeting scanners coming to life. May landed right behind him crouched down in her father's signature fighting stance both of her hands glowing with power.

"Clear" they both said in perfect since.

Standing up she turned to her brother and gave him a quick tap on the shoulder. "Don't ever grab me like that. You surprised me."

Pretending she had really hurt his arm he started to rub his hand up and down, "Hay that hurt and we wanted a quick drop so Portal and I decided that was the best approach that way we didn't have to wait for you to go through."

Waving her finger in his face she let out a frustrated growl. "If you two have quite finished this little titbit we have a mission and it is on a tight time table. After all we don't know whether the race has even made it down here or how long until they find us."

"Right let's go." Steve took off out of the room with May not far behind him. Running down the hallway they reached the turn to get to the power room and came to a complete stop. There before them was a tunnel cut down into the base the sides of which were completely made from the same substance as the race. It wasn't very large but then again for the race it didn't need to be just big enough for a cat to fit through and in that moment, they knew they were in trouble. Hugging the wall, they slowly creeped up to the tunnel. Reaching the side of the entrance Steve reached out one of his hands to the hold in the wall and a small camera cord wrapped around into the tunnel and slowly made its way up. "Ok no hostiles in the immediate area but still I'll go up a bit farther and make shore we are clear. Five meters, ten meters, twenty meters and there is the wall." Calling the camera back down to him, he retracted his face plate and looked over at his sister. "So, we have a spawning wall about twenty meters up that shaft. So, it want take them to long to get to us if they want to."

"So, we better be extra quiet and get this over with." Portal finished for him.

May just nodded her head and crossed the tunnel walking to the reactor's double door. Sliding her fingers in-between the doors she pulled them apart making the metal grown as she went. Straight away on the sound Steve wiped around and looked up the tunnel aiming all his weapons at the entrance.

"Bit jumpy aren't we." Portal joked to her husband aiming her gun over his shoulder.

"Just being careful." He replied leaning up he gave her a quick peck on the cheek before his faceplate clipped back into place. Then he followed his sister into the room with the reactor.

Pulling the charging unit out form the back of his armour he went to connect it up to the reactor. He found he couldn't attach the last few power cords with his armours bulky fingers, so he disconnected himself and then finished the job.

"Ok now we have a problem. I will need to boot up the reactor to charge the unit. Now that's not hard the controls are right here on the wall the problem will be the fact that as soon as I do the race up that tunnel will know we are here and will most likely come rushing to kill us and I don't know how long this will take."

Muttering a swore word under her breath May looked over to her brother. "Ok, get back into your Armor and arm yourself. Once you and Portal have a clear shot at the door from that side of the room kick the beast in the guts and let's hope it won't take too long to charge. I'll set up a cross fire from the other side of the room and we will hopefully have a nice killing zone right there at the door. Whatever comes through that door you don't take your guns off that door until it's full charged. If anything makes it through, I'll play clean up. Is that clear?"

"Crystal."

Setting themselves up all weapons where trained on the door and Steve reached over to the switch.

"Ready? Starting up in three, two, one." Pressing the button, he pointed his hand back at the door as the reactor slowly started to charge itself. "Reactor at full. Charging device now." And with that a screech filled the hallway.

"Here they come." Portal exclaimed. With that two sets of claws grabbed the doors, and both where totally ripped out. With that Steve opened fire killing anything in the doorway. Every once in a while, Portal's gun would go off as she lined up a shot and placed a bullet right into one of the Races heads. May held back waiting to see what would happen.

"Charge is at fifty percent, sixty percent, seventy, eighty," At eighty the device started to shake and one of the race made it into the room. May didn't even think twice she just rushed right in and grabbed it by its head ripping it clear off just for it to be joined by one more. "Ninety percent, ninety-five." That was when one of the power cords blow off.

Letting out a course word at the sight of the warning on his screen Steve spoke straight into his intercom. "We have a blow out at ninety seven percent. One of the main power lines have come off. I'm going to have to get out of the armour to go fix it." Reaching over and picking up his wife as carefully as he could. "My Armor is a lot more effective than your rifle take over for me." With that he opened his control bay and jumped out.

"No Bunker." Portal yelled as the armour placed her into the control seat for her to take over. "Bunker you better live through this or I will kill you myself."

Racing over to the reactor he slide over to the broken power line. Thinking to himself he realised that when he picked up the power line the electrical energy flowing down the line will probable flow into him as he connected it and in that moment, he hoped he had the durability to last through the shock. Taking a deep breath, he grabbed the line and screamed as the power flowed through him.

Hearing her brother yell May lost concertation for a moment as she was fighting with one of the Race. "Bunker?" She yelled into the communicator in her ear. As her attention was spit for that moment not only did one of the Race make it through Bunkers kill zone but it even made it around Spider-women and made a bee line for Bunker as he attached the line.

He clipped it into place and as the power stopped running though him he took a breath and stepped back. Looking up he came face to face with one of the race and in that moment, he knew the end had arrived and all he could think of was Portal and her lovely face.

Spider-women blasted a hole right through her victim and looked over at her brother she watched as one of the race ripped one of their hands through his chest and out the back of him. "No," She screamed and flew over to her brother. She put her hands straight through the Race that killed her brother and ripped it clean in half. Dropping its now lifeless body she picked up her brother's body.

Portal was watching the screen in front of her and so missed everything that had happened with Bunker. Seeing that the charge line hit one hundred percent she stopped firing and made a straight turn for the pack and her love only to see him in his sister's arms. Not wanting to think the worst she flew over she grabbed the power core and opened a portal up right underneath all off them taking them out of the bunker.

Her Portal opened over the ruins of the old Avengers HQ and all three of them fell through onto the ground landing in an untidy heap. Coming to her senses May cried out in pain she had lost another family member. The scream that tore from her lips sent a chill down Portals spine and in that moment, she knew something had gone very wrong. Opening the control centre, she could see her sister in-law rocking back and forth tears running down her cheeks. She was clutching Bunker to her chest and as she took this in her whole body went numb. The head of the love of her life twisted around and his closed eyes meet hers and in that moment, she broke herself. Crying out she grabbed the two of them and held them as tight as she could. Tears running down her face she didn't care what happened in this moment. As of right now her whole life ended right now and all she could do was cry.

Not knowing how long the two of them sat there they only came around when they hear the loud screeching of the Race all around them. Portal came around and as she looked around with tears in her eyes a cold fury ran through her body and in that moment, she made a chose and with it she knew very soon she would be seeing her love again. Letting go of Spider-women who was still sitting there in shock she walked back to the armour and climbed into the control seat. Activating the time portal device, she connected it up to the power core for the suit and set it to over load. The time portal opened in the sky above her head. Looking up at the portal and then back to her best friend who was still sitting there in shock she activated the radar and found they were surrounded by the Race and she smiled. "Come to me you bastereds. Send as many as you want send me your whole race and I will end you all right now for taking him from me." Pulling her best friend away from the body of her husband she slapped her friend across the face. "May snap out of it." Taking a deep breath, she continued. "I need you to finish what we started for me. The portal is open." Pulling the sphere out of the back of the Armor she forced it into her friend's hands. "Take this. I what you to live and let everyone know what happened here today. Let them know that we finished this with a bang."

"Portal?"

Another screech from the race broke through the day and now you could see all of them as they came into view around them. "I love you May. You where the sister I always wanted, and he loved you to. Now go stop all of this from happening." Picking her sister up off the ground she span around and throw her through the open portal above them. Watching her fly through the portal she let out a slow breath and then reached for the power core on her chest. "Now you bastereds let's see how you like this." She twice it around in her chest and then in a flash of light it blows up in a flash of light levelling all of New York City. Leaving nothing but ash and rubble and a very large mushroom cloud in its place.


	4. Chapter 3

Chapter Three

Spider-man was swinging through the streets of New Your City and enjoying his twice a day patrols. After getting the job at Horizon Labs he found he had a lot more time to spend doing what he felt needed to be done and that was protecting his city and everyone that lived it.

Landing on the edge of a building he sat there listening for a minute and let his mind drift back over how well his life was going. He had a good job, Aunt May was remarried to none other than JJ snr, and his great girlfriend. Now that was a memory that he could linger on. Captain Marvel as she was now called was a fellow Avenger like him and someone he knew he would never have to worry about. She was more than capable of looking out for herself. Matter of fact now that he thinks of it she probable spends more time worrying about him. Having a small chuckle to himself his little down time was interrupted by a scream for help.

"Well I guess that's my call."

Jumping off the building he let off a line and moved on to where he could hear the voices coming from. Landing once more on a building he looked down into an ally way to see two women running away from a group of men. The men were laughing and banging on anything they could find while chasing after them. Then he saw why just around the corner another group of five men was waiting for them. This made him mad for he had seen groups like this time and time again as a hero to this city and he will be dammed if he just let this happen now on his watch.

"Ten bad guys and one of me shouldn't be too hard," he mutter to himself as he slowly made his way down into the ally way. "Now who should I take out first?" He dropped down on the man at the back of the group that was chasing the women. Straight away knocking him out without a sound. Not even stopping he sent out two web lines catching the back of the next two and pulling them back to him. Grabbing both of their shirts he lifted both over his head slamming them together knocking them out and dropping them both on their fallen friend. "Now be good little boys and stay right here." He covered them with webbing and ran after the rest of them. He was too late to stop them going around the corner but once there he stopped once again. Once more moving in the shadows he crept around to see what was happening.

The two women were caught by then and now the remanding seven men where terrorising them and pushing them around.

"Give us everything you have on you," One of them said.

Another of the men grabbed one of the women and held her arms tightly as he looked into her eyes. "And then we are going to have some fun," He chuckled. Two more men grabbed the last women and forced her to watch her friend.

Terror went straight over her face as he laughed in her face and now she knew there was no escaping from them. That was when I voice cut through the darkness around her and gave her hope.

"You lot do know this is New York right? This city has more hero's living in it than any other in the world."

Pulling out a knife the man that was holding the women pointed out in front of him. "If you don't show yourself I will use this on this lovely lady." But before he could make another move a web line came out of the darkness encasing the knife and then pulled it back into the darkness in front of him.

"Bad choice of words friend. You see you were lucky it was me you ran into. If it was the Punisher, Moon knight or even my friend the Wolverine you would most likely be leaving in a body bag." Just then one of his men was pulled into the darkness. This was followed by a thump and then quiet. "I on the other hand will just scare some sense into the lot of you." Just then another of his men where pulled into the darkness. This time he was pulled up into the air screaming. Followed by another thump and then he was dropped back down with the rest of them.

"Screw this man I am not taking on the spider." Terror getting the better of two of his men took off the way they had come around the corner. This was followed up with two more thumbs.

"Let the nice ladies go and how about we settle this like man. Mind you I don't know why I'm calling you a man after all a good man once told me that if I did what you lot where about to do. Then I was nothing but an animal." Once more using the darkness to hide himself Spider-man slowly made his way around to be hanging over the small group of people.

Spinning the women in his hands around he throw her to one of the two men that where left. Forcing him to let go of the women he had to catch the other. "Kill them both."

Once more pulling out knives the two men holding the women moved to do what their leader said just to have two more web lines come down from above them. Using a drain pipe as a pulley Spider-man dropped down out of the darkness right in-between the two women and the leader with the other two being pulled up into the air. Bending down Spider-man attached the web line to the ground.

"And then there was one," He quipped.

"Fuck you spider." The last man said charging in throwing a punch at Spider-man's head.

Using both his spider sense and agility he just moved away from every punch and kick that he throw at him. Finally, he retaliated by placing his hand on the man's chest and pushed him over. "Had enough yet or do we really need to keep going? After all I'm getting bored and I do have other places I need to be today."

The man got up off the ground and surprised everyone by pulling out a gun. Taking aim, he fired twice at Spider-man. Who moved just as simply away from the bullets as he did the punches from early?

"Really a gun?" Spider-man quipped. "I fight people like Electro and Doc Oct every other day and you are trying to stop me with a gun." Chuckling to himself he pointed a finger at the man's gun. "I just find that thing insulting."

"Yeah well if it won't work on you how about them?" Changing his aim, he moved targets to one of the two women and pulled the trigger.

Just as he fellet the kick back from the trigger a new set of hands grabbed his wrists and just like that out of nowhere Captain Marvel was standing right in front of him. The bullet harmlessly bounced off her chest fell harmlessly to the ground at her feet. "You tried to kill my boyfriend." Grabbing the man by his collar she pulled him right into her face where her eyes where glowing. "Big mistake." Slamming a vicious head but down she knocked him out and then dropped him like a piece of trash on the ground. Turning to the spider she continued, "You must be having a bad day. He almost had them."

"Yeah must be losing my touch." Looking over to the two women, "you two ok?"

"Yes Spider-man we are both fine thanks to you two." One of the two answered.

"That's good. You better take off out of here and call the cops to come and pick up the trash." Spider-man shot out another bit of webbing attaching the last man to the ground.

"We will and thanks again." The other said as the two of them took off back the way they came.

"We should probable be heading off to." Captain Marvel said flouting up into the air.

After admiring the sight in front of him for a second Spider-man followed after her leaping up the buildings. Getting to the top of one of them he waited for his girlfriend to land next to him.

Taking her into his arms he asked her, "So now you have saved these two lovely ladies. What are you planning on doing tonight?"

Pulling his mask up to his nose she wrapped her arms around his neck and answered him. "I'm on my way to the Avengers HQ. Tony has called me in said he had a mission for me but outside of that I'm all good. Why?"

"Well I was thinking of taking you out for dinner tonight."

"Sounds good to me." She answered with a kiss on the lips and then let him go, "usual time six tonight. My place but if you are any longer than an hour late I will hunt you down."

Dropping his arms from her waist he let her flout up into the air, "Don't worry I won't be late unless something big happens. In which case you better come looking for me."

"Oh, don't worry I will and after I finished sorting out what ever mess you managed to get yourself into I might just have to kick your ass to." With that she flew away.

"Ladies and gentlemen the love of my life." Spider-man quipped as she left his sight. Reaching down he pulled out a small box from one of the pockets in his hidden belt. Opening the box, he gazed at the ring contained within it and let out a sigh. "I wonder if I will actually get the courage enough to ask her tonight." Closing the box, he put it back within his belt. "I can find the courage to go toe to toe with the sinister six and yet I'm struggling to ask her a simple question I already know the answer for." Leaping off the building he started to swing in the opposite direction then the one Captain Marvel went. "Something must be wrong with me."

Captain Marvel was flying towards the Avengers HQ day dreaming of Spider-man wondering when he will ask her to marry him after all they have been together for two years now. This was when she noticed Iron man floating in the air scanning the air in front of him. Changing directions, she flew over to him and matched his height.

"Hay Tony what's up?"

"Don't know yet. I'm picking up a lot of Chronokoneic energy right about here for some reason."

"What do you think? It's not Kang, again is it?"

"No, it doesn't have the right signature for that." Once more scanning the area in front of the both of them. "Whatever it is. It is getting stronger."

"Well you called me here so what's up?"

"Oh, right the mission." Dropping his arms, he turned around in the air. "I got a call from the Guardians yesterday. They have been hearing about some sort of new race of living creatures out in space. They call themselves the Race. Some sort of hive mind, bio-mechanical group of creatures. Any way they have just made it to light speed travel and have been running into a lot of the different groups out there. Now there is nothing wrong with that but any group that have been showing any type of hostility towards them and well they just attack and wipe out all of whatever race they are going up against."

"Dam they sound strong. What has this got to do with me?"

"Well the Guardians have been hearing rumours that they are coming this way and, so they want to go meet them before they arrive. I want you to go with them and be Earths representative to show them we come in peace but if they want trouble we are more than capable of taking care of ourselves."

"Right will do when do the Guardians get here to go?"

"They said they would be here sometime tomorrow and that they were hoping you would join them for this just in case they need the back up."

"Well it good to know yo-"just then there was some sort of explosion right there next to them in the sky and some sort of portal opened up next to them.

"Well I guess I know what was causing the reading now" Tony said.

That was when they could hear screaming coming from the portal. Both of them readied themselves just as a young women wherein red and blue came flying uncontrollable out of the portal. She crashed right into Captain Marvel's arms knocking her back a bit, but she formally grabbed hold of the women spinning her around to come face to face with someone who looked a lot like her. After all it looked like she was wearing the same outfit as her only with a spider on the front instead of her star. Just then they women's eyes fluted up to look straight at her. "Mm mum?" she asked as she slipped into uncousesness and Carol almost dropped her in shock. Looking up at Tony she didn't know what to say.

"Well that was unexpected."


	5. Chapter 4

Chapter four

May shot up in bed gasping and clutching at her chest. All around her alarms went off and for a while she looked around disorientated and unshorn of who she was or why she was there then like a light bulb everything came back to her and she cried. Tears ran down her cheeks and great sobs racked her body. This was when Steve Rogers AKA Captain America ran in the room turning the alarm off he carefully placed one hand on her shoulder. He was surprised by how quickly she turned grabbed hold of his chest and pulled him in to cry on his chest.

Recovering from his surprise he tried to pry himself from her grip. "It's ok you can let go now no one is going to hurt you here. We just want to help."

Still sobbing she looked up into his eyes, "I can't believe it Cap." Shaking her head she continued. "They are all dead. I don't have anyone left now. Mum and Dad are dead, and I didn't even get to meet them. Aunty Jessica gave her life, so we could escape and now Steve and Portal are dead, and I could save any of them."

"It's ok Soldier, I know you would have done anything you could have to save them. Sometimes you can't save everyone." Her hands dropped as she felt her body wear out again. She fought to stay awake, but she just felt so tired like she was just totally drained. Steve eased her back into bed once more looking her in the eyes as they slowly closed. "It's ok rest now and then we will talk." That was the last thing she remembers before everything went black again.

Down in his lab Tony also had an alarm go off when she woke up. Turning on a monitor he watched the whole exchange between the Captain and the Spider hoping to see something that might give a clue to who she was and what she was doing there.

"I'm getting the results in from the DNA scan." Mister Fantastic said as his head stretched into the room. "OH, she is awake?"

"Not for very long it would seem. Whatever that portal thing was that she came through seemed to have sucked the strength right out of her. She has already passed out again. Mind you for a minute there she did seem to have a lot of strength. Enough to even hold Steve in his place anyway."

"That doesn't surprise me." Tony turned to Reed at that raising an eye drew. The rest of his body was just joining them as he continued tapping a piece of paper. "I have her test results here. And they came back with some very interesting results."

"Well are you going to share or are you going to keep me in suspense?"

"She is not completely human. Matter of fact she has three different spices in her, so I'm even surprised she is even alive. She has human DNA but also equal shares of both Kree and…"

"Wait hang on don't tell me I can guess the last one." Turning back to the monitor they could see that Steve had once more left the room leaving her on her own to sleep. Gesturing with his hands the hologram moved to focus in on her shoulder. "The last part is spider right."

"Right and it makes me wonder how she got that mix of DNA."

"I would say from her parents." Steve called out as he joined them in the lab. "She mentioned that both her parents are dead and that she didn't get to meet them. So, I would say she has got her powers from her parents. Also, I would say she has been in some sort of war."

"What gives you that idea?" Tony asked zooming the projection back out to the whole room.

"I looked into her eyes. The look I got from her is one I have only got from people that have seen a lot of death and lost a lot of good friends. I used to see it a lot back when I was fighting in the war."

"PTSD maybe?" Reed asked.

"May be but we won't really know until she wakes up again and even then, she will need help to cope with whatever it is that going on and with whatever brought her back here." Steve continued, "Have you had any luck with that orb she was holding?"

"No," sighed Stark, "That has got me even more buffaloed then her." Walking around to the furthers part of his lab he looked on to the orb that was being scanned by Jarvis. "I am getting a whole lot of nothing off of it. It doesn't matter what I scan it with it just doesn't seem to read. It is almost like it doesn't exist and yet there it is."

"That is quite the puzzle you have there." Mister Fantastic stretched his head to look over Tony's shoulder.

"Your telling me I wonder which puzzle will be cracked. Her or this thing." Tony said turning back to his work.

The night had gone perfectly Tony had really come through with the reservations. Mind you it was a restaurant he owned. Perfect meal and they even had some sort of non-alcoholic drink they could share. Peter guessed that Tony must have organised that to. Thinking back to yesterday he still had a chuckle over that moment.

Spider-man and Wolverine were walking down a hallway in the Avenger Mansion and Peter was letting his frustrations out on Logan. And Logan being the friend he is was just listening to the Web heads steady stream of ranting.

"I can't believe I blow it again. I mean me really. I have faced down the Rhino, Venom and even Firelord with an easier time than this. What the hell is wrong with me?"

"Don't know bub. Maybe it just isn't the right time yet."

"Right time. I don't think so we have been together for two years Logan. Two years. I think if this is going to go anywhere then after two years one would hope you can figure it out."

That was when Spider-man's Avenger card started to ring. "Just a minute. Yellow Spidey here."

"Hay Spidey it's Tony can I get you to pop up to my lab for a bit please? And you can bring the wet dog with you to."

"No problems Tony on our way." Spider-man put his card away and looked over at his friend. "Tony wants-"

"I know I hear, remined me to punch him for the wet dog comment when we get there."

A few minutes later and the two of them had made it to the Lab where Tony works on all his Armor's and anything else that the Avengers happen to need. Tony had made a lab for Bruce to and that one backs onto his own and when they were working together they could retract the wall that separates the two making communication and passing of experiments a lot quicker. Luckily today the wall was closed, and Bruce was out of the lab with some lecture.

"Never fear the Spider-man is here." Peter said walking into the lab, "and as requested I bring the wet dog."

Just then Peter's spider sense went off and he was forced to duck under a hand swinging for the back of his head.

"Shut it you before I make you."

"Please boys if you are going to have a fight take it to the gym. I don't really want my lab destroyed again so soon."

"Soon?" both of the two-heroes said in perfect timing.

"Yes soon. One of my suits got away from me yesterday but don't worry all of that is sorted out now. I have something else I need to discuss with you two." Tony swivelled around in his chair and using two hands he spread out a small holographic window that was in the bottom of his work space. "Did you to know that I have JAVIS monitor all conversation and goings on in all the halls and main rooms in the mansion."

"No, I did not know that." Peter said finally coming to stand behind his friend and mentor.

"Well I do. It's to help keep a track of anyone who happens to be in the mansion for safety reasons as well as security. Helps to stop all unwanted visitors." All of a sudden Peter started to feel sweet forming on his brow. "I don't get him to play me all of the goings on. After all that would just be dead boring and often nothing is really happening around here. And then sometimes something like this happens." Hitting the blank screen in the window suddenly, the two of them were faced with an image of the two of them walking down the same hall they were just in. Spider-man let out a sigh and placed his hand over his eyes before sliding it around to rub the back of his neck. Logan just started to chuckle. "Now normally I'm all up for people's privacy but this was just too good, and JARVIS flagged it for me." Spinning his chair around he looked Spider-man in the eyes. "So, you going to pop the big question, are you?"

"Yeah well you know it just feels right you know?"

"Oh, I know case you haven't forgotten it wasn't that long ago I asked Pepper the same question. So, what's stopping you?"

"I don't really know. I mean I have the ring. I set up two nights out in two of her feverous places to eat. We went for a nice walk in the park. I have done just about everything I can to make the nights perfect when everything keeps going wrong. First time I got cold feet and just couldn't ask her and then the second time Doc Oct attacked a lab we were passing and blow everything. Now I don't have the money to try again. Give me a few weeks back at the lab and I'll be fine."

"But you don't want to wait that, long do you?"

"No, I don't the ring is burning a hole in my pocket and I don't know how much longer I can keep it under wraps for."

"Right well." Tony hopped to his feet and slapped his hands together. "JARVIS, I want you to make a reservation for tomorrow night at the same reserount I purposed to Pepper in."

"Yes, Mister Stark, what time do you want that for?"

"Let's go for say 7:30 shall we. Now I want the bill for the night." Putting his finger on Peters chest he got very stern suddenly. "Don't skip out just because I'm picking up the bill. Make shore it's a night she will always remember. You got me?"

"Ye...yes sir."

Logan chuckled again, "Looks like someone finally got the best of you webs."

Now here he was walking her home and he wasn't getting cold feet this time at all. Now was the time everything was perfect.

"Carol can I talk to you for a minute please?" Peter stopped at her doorstep.

"Yeah shore. You can talk to me about anything you know that."

"Well I really have a question for you."

"Ok."

"You see we have been seeing each other for a little over two years now and they have been some best years of my life."

Carol started to go very red in the face. "Peter what are you trying to say."

"Carol what I'm trying to say is."

Just then both of their communicators went off. Right on time total Parker luck. Peter walked off some little ways to answer it. Logan's face turned up on his card. "Sorry about the timing but I'm going to need some back up on this one."

"What did you get yourself into this time fur ball."

"Shut up Webs. I've got the Goblem's down on Ninth giving Spider-women and myself a hard time."

"Really the two of you can't take out the Goblems?"

"Normally no problem but they brought back up in the way of a giant sand pile and a walking fire hydrant."

Letting out a sigh, "Fine your timing couldn't be better, but we are on our way."

Carol pulled out her card and answered the call the same time as Peter did.

"Captain Marvel."

"Carol its Steve. I need you and Peter to come in tomorrow at 9 we have a something we need to discuss with you to."

Letting out a sigh the same time as Peter did she nodded knowing what ever Peter was trying to say was lost now. "Shore thing Cap we will be there first thing in the morning.


	6. Chapter 5

Chapter 5

"Any ideas what this is about Web head?" Logan asked as he, Peter, Carol and Jess entered the meeting room.

"Nope not a clue. Carol got the call last night at the end of our date, so it can't be about the two blocks we basically flatten last night."

The meeting room contained a very large round table pushed up near one wall close enough that anyone walking down could get in and sit down easy enough and that the two spider themed heroes could sit on the wall as they were known to do and still be part of the conversation. Also in the room was a very large view screen that showed the sleeping form down in the infirmary. Also, was a holographic projection of a lot of collected data up above the table. Also in the room waiting for them was both Captain America and Iron man. Steve was all in his dark coloured uniform while Tony was in one of his many bissness suits with a shake of some sort in his hands.

"No, we haven't called you in about that." Steve said stepping away from Tony effectively cutting off the conversation they were having before anyone could hear what they were talking about. "But we will be talking about that straight after we are done with this." Taking their usually seats together on the far wall the four of them looked almost like they had been kicked with that one. "Tony it's all yours."

"Thanks Cap." Gesturing to the far wall with the monitor on it he brought the picture over onto the projector in the middle of the room. "Carol, you might remember Snow White here but for the sake of everyone else here in the room lets recap. Yesterday I picked up a large amount of Chrono energy over the mansion right here. Going to investigate in case we had Kang coming for another visit I was interrupted with Carols arrival then not long after that a portal opened up and Aurora here fell through."

"Wow Tony two Disney references in one section didn't know you were a fan." Spider-man quipped.

"Hay what can I say even I grow up on the classics and they just seemed to fit for this one." Tony replied rather defensively. "But getting back to it she is the reason that you two inperticular are here." Tony singled out both Spider-man and Captain Marvel.

"Ok so she has something in comin with us what are you getting at." Carol said leaning back into her chair.

"Come on Carol I know your eye sight is better than that come have a closer look." Steve motioned to the picture.

Carol got up and walked around the table and looked hard at the hologram. "She is wearing my uniform just without the symbols but what is that on her shoulder." Tony walked up and enlarged the picture for her. Peter instantly recognized it. "That's a spider isn't it."

Peter got up and joined Carol while Logan stare to chuckle in his seat. "We tested her. She has human, Kree and Spider DNA."

"How is that even possible. For her to have that mix she would need to be our child." Carol started, "but she can't be ours because we are not even marr…" Carol dropped her arms and looked with shock over at Peter.

"Yeah about that." Peter rubbed the back of his neck. Jess sat up straighter on the wall and covered her mouth to supress the shock. While Logan let back crossed his arms and tried even harder to hold back his laughter. Peter pulled up the back of his shirt and pulled something out of the back of his belt. "I tried to do the right thing and do this the romantic way, but something just kept coming up."

Steve took half a step forward looking to stop Peter mid-sentence until Tony interrupted him. "If you even say one word I will put my fist in your mouth."

"Carol, we have been together now for three of the greatest years of my life." As he took to one knee in front of her she placed her hands to her mouth as tears slowly came to her eyes. "Will you do me the greatest houner of being my wife?"

"Peter I..I.."

"The answer you are looking for is yes," Jess yelled out to her.

"Yes, yes of course,"

Carol pulled him up with one hand while stripping him of his mask with another just to claim his lips.

"Well done Web head." Logan clapped.

As the two of them separated Peter lifted up her hand to slide the ring on her finger.

"Jarvis send out a message to all active and inactive Avengers. Party here this Friday to celebrate." Tony commanded.

"I hate to split up this heart felt moment, but you said this was a live feed didn't you Tony." Jess interrupted pointing to the projection.

"Yes why." Tony looked over only to be stunned.

"Where did she go?" Jess asked.

Captain America put his hand straight to his ear as he made a break for the door. "All Avengers on sight are needed straight away in the infirmary."

Both Carol and Peter wiped around to the picture just to find the person they were discussing to be missing.

May once more woke up in the hospital room and this time she felt a lot better. She was still a little drained but nothing a little sunlight wouldn't fix or some other energy boost. Looking around the room she could see she was still hooked up to some monitors for her vitals, but they were all showing normal. That gave her an idea. Reaching to the back of the monitors she grabbed the power cords while twitching around on the bed, so she could sit up. Breathing in to brace herself she pulled out the cords and allowed the electricity to flow into her body giving her a much-needed boost. The lights flicked, and she felt almost good as new. Getting to her feet she went to the door. Trying the handle, she found it to be locked. Chuckling a little she slowly increased the amount of force she was using until she felt the lock break and with that she was out of the room.

Taking two steps out into the hall she looked up and down the hall. One way she could see sunlight through a window. She tried to fly but found she didn't quite have the strength for that yet but if she could get out the window a few minutes of direct sunlight and she would be all good.

"Hold still." Slumping her shoulders, she slowly turned around to face the person that had caught her. "Hands in the air and don't move." Hawkeye was standing down the other end of the hall with Black Widow next to him. Seeing the two of them challenge her like this she had to supress a slight chuckle.

"Sorry but I don't have time for this." May turned her back on them and took one step before she felt an arrow hit her in the back. "Hay do you mind." Reaching over her shoulder the arrow activated and electricity started to flow through her body. It hurt for a second as she pulled it out of her back and she tried to take in any of the power that flowed through her. "That hurt," She said turning back around as her spider sense went off. She deflected a kick from Widow with her arm. "Do we really have to do this now." Catching another arrow and throwing down on the ground. "After all Widow here did teach me most of my moves." Slipping into a defensive stance she waited for the next shot. Widow once more charged in and the two of them started to trade blows. They moved that fast and close together Hawkeye had to be really carful with his next shot. Once more he let the arrow fly and once more it was caught out of the air but this time instead of throwing it away May stabbed it into Widows chest just as the taster unit in the tip activated. Spinning the now out of action Widow in fount of her as a shield she looked back down at Hawkeye. "I am going out that window now and you are not going to shoot another arrow at me otherwise the next one goes right back at you. Instead I will lay the Black Widow down gently on the floor and you are going to call whoever is in charge at the moment and get them to meet me on the roof in say five minutes. I will be fully charged by then and need to talk to someone to get their help in stopping a war. Do you understand me?"

"How do I know this isn't some sort of trick?"

"Because if I won't you dead you would be dead already and I wouldn't be willing to do this." Carefully she lowed Black Widow down onto the floor. Then she carefully moved her arms and legs so that she would be a lot more comftable before standing up straight to look back at Hawkeye. "Well Clint the ball is now in your court. Do you fire and then I take you down to or do we walk away without any more problems?"

Clint let the tension off the line. "I think I'll take a small leap of faith here."

"Good." Letting the tension out of her body she continued towards the window. Sliding the window open she climbed out and started to climb out. "Ow one more thing. What type of arrow where you going to use next?"

"Explosive, why?"

Turning around once more now in the window still she held out her arms like she was going to catch some sort of ball. "Lay it on me my friend I could do with the energy."

"Ok your funeral." Letting the arrow fly he watched as she caught it as both her and the arrow went out the window. The explosions broke the glass and as the smoke cleared she was gone.


	7. Chapter 6

Chapter 6

Both Captain America and Iron man walked carefully onto the roof. Tony was scanning everywhere as he walked around while Steve held his shield tightly to himself. He kept himself vigilant and alert looking around for an attack that never came.

"You do realise if I wanted you both dead neither one of you have the ability to stop me, right?" They both turned to the voice and where insterletly blinded by the sun. Steve raised his hand to block the light, so he could make out the women that floated just above them. Her back was to them, her eyes where closed she had her head turned slightly to one slide. She just sort of floated there soaking up the sunlight without a care in the world. "Ahh, nothing like a bit of sunlight to charge you up." Slowly flouting down, she landed on the roof infrount of them turning around she slowly opened her eyes. "Let's start with introductions yes. My name is The Marvels Spider-women aka May Parker and I have come back in time to change the events of the past to make the future a lot brighter."

"So, what do you want with us?" Captain America asked as he straighten up in a more relaxed stance.

"I want your help. You see every major confrontation that has happened in the last ten of your years and in my entire life has had some sort of collection of ether the Avengers, Fantastic four or X-men in the battle sometimes even all of them and what I am about to tell you about is one major battle. I want you to help me stop the world from basically ending for everyone on this planet. I guess the best question is are you up for a little pre-emtive strike?"

"So, who do you need us to fight and why?"

"Great I was hoping I wouldn't have to do this allow. If my brother had made the trip we would have more details but…" She hangs her head for a second while she reminded herself that this was not the time for this. "Let's not go down the road of If. Now by our calculations there should have been or just about to be a meteor crash," the word meteor she effective using her fingers as quotation marks, "somewhere in the Sahara Desert."

"Yeah I hear about that on the news it was two days ago why?"

"Well if you get in touch with SWORD you will find out that was no meteorite they picked up something else on their sensors but unfortunately when they got to the crash site there was nothing there. You see if they had checked a little closer they would have found the remains of an old Sentinel base and this is what the rock fell on. Now the Sentinel's have what crashed and what crashed was an advised scouting ship from a race of beings that call themselves the Race."

This sparked Tony's attention, "The Race as in the tecno-organic life form that is slowly going around the galaxy wiping out or making alliances with every major sentient race."

"I can't tell you about that, but I can tell you that the Sentinel's study the remains of what they find and then incorporate what they discover into their own bodies. This then leads them to make a new army that they then use to attack the X-men and every other major mutant group in the world." She walked over to the wall of the stairs that lead to the roof once there she made herself comftable on it. "I was about sixteen when they attacked the Jean Gray School. I was there when they attacked so many mutates died that day. It was something that the future mutate population would morn over like Genosha for the rest of time. We lost most of the major cities in the contrary in the coming battles. But we rallied behind the Avenger as the new leaders of every group. No longer where we the Fantastic Four or even any of the X-men groups we were all Avengers. We lost a lot of good people on that day, but we won, and it became known as the Battle of New York for that was where the leader of the Sentinel's where. Bastion was destroyed for the last time that day. It was one of the few battles my brother fort in and surprised everyone when it was him that took the bastard down. If only that was the end of it, we would have been able to recover and carry on. The rest of the world rallied behind us and because of that the world grow closer together and a lot of the problems where ended that day." Letting out another sigh she kept going. "But it wasn't the end one year later the Race arrived and starting in every major city around the world they started to wipe us all out. It didn't matter if you were a mutate, vampire, inhuman, human or even lived under the sea they killed all of us. Only animals where safe from the killing. They had no interest in our pets or any wild life. Matter of fact they started to pull down the cities and turn them back into wilderness. They have no interest in our planet they just trying to wipe us out. They won, they pushed us back until the only place we had left was in the savage lands and from there we escaped to the stars to start all over again."

"Good story a real tragedy. They should make a movie." Tony started, "Now what does that have to do with us?"

"If we can stop the Sentinel's then hopefully we can stop all of the rest from happening. That's where you come in. As strong as I am I can't take on an entire army of Sentinel's on my own."

"So why come to us why not go to the X-men? They have more experience with Sentinel's then we do."

"I may have got my schooling form the X-men but I am an Avenger and we always go to our own first. Also, the Sentinel's have mutate sensing tec if one of them gets too close to the base they will pick up their presents and lock down their base. So, if we can get some none mutated powered Avengers into the base. They can find not only the remains of the Race craft but also construction factories they are making the new Sentinel's and destroy them before they can pose any real threat to the world."

Captain America took a few steps to one side, "Wolverine its Captain America come in."

"Cap."

"How soon can you put together a small team of X-men and get them here?"

"Give me one hour. Why?"

Spider-women tried to cut in, but he just raised his hand to stop her. "I'll explain when you get back you have one hour. JARVIS call all active Avengers tell them they have one hour to get to the HQ we have a mission."

One hour later everyone had gathered around the missions' room. Wolverine had returned, and he had managed to bring Iceman, Magma, Storm, Blink and Marvel Girl. The Avengers present where Captain Marvel, Spider-man, Hulk, Thor, both Spider-women, Black Widow, Hawkeye, Ironman and Captain America.

"Thank you all for coming on such short notice. I have not called you here for no reason. No, I have called you here so that we can save everyone. Soon we will all depart for a Sentinel base out in the Navarnda Desert."

"Cool do you record we will have time to drop by Vagus for a few rounds?" Ice man cut in causing Magma to chuckle.

"No son what we are going to do is a little more important then trowing some dice." Walking over to May he held his hand out to her. "This is Spider-woman from the future she has come back in time with information about how we can stop an enemy from killing everyone and destroying all we have fought so hard to protect." Dropping his hand, he turned back to the accumulated hero's. "Now I know this could be hard to believe- "

"Not really," Marvel Girl cut in. "I don't know if you realise but I'm from the future of a parrell universe myself. Just about all of us X-men have had to deal with time travel in some way shape or form during out time."

"I've jumped into totally different dement ions, been cloned died at least once that I know of and you think this would be hard to believe?" Spider-man cut in.

"Not to mention the God of Thunder and the big green gamma bomb over yonder." Iceman pointed out.

"Ok point taken." Captain America sighed, "but to put us back on topic. We are going to hit a Sentinel base and we have two objectives and to do that we are going to split into four teams. Team one will consist of Spider-man, Captain Marvel and future Spider-woman your job will be to infiltrate the base and to locate any and all Race technology."

"I had two items with me when I came back. One of them was a scanner about the size of a remote if I could have that back we could scan the base come up with a map of the building and it will also flag all Race tec for us to destroy. The other was a sphere with two hand prints on it. If this mission succeeds this needs to go to Rachel over there and Franklin Richards when they put their hands on those prints It will unlock then. Don't ask me what's inside my commanding officers didn't tell me."

"Who were your commanding officers? Who set all of this up?" Captain Marvel.

"Sorry can't answer that. Don't want to change that part of the timeline. It's bad enough you two have found out who I really am."

"Oh, and why is that?" Magma asked.

"Think of it this way. If I told you in a few years you and say Bobby over there would be married and with a child on the way. What do you think might happen?"

"I ahh," Magma just looked dumbfounded.

"Don't know do you. That is what I'm talking about. If my parents over here found out about my existence and it drove them apart over the fear of not having any freedom in their choices…" she stopped for a minute and shook her head. "Then I might not even exist."

"And then everything you are trying to do here wouldn't happen." Ironman finished. "Ok new rule for everyone here while we have this visitor. No asking about what happens in the future."

"Right now, if that is out of the way back to the plan." Once more Captain America continued, "team two will be Widow, Hawkeye and our Spiderwoman your job will be to get in locate where they are building the new Sentinel's and blow it up. You will go in with team one, so you can both get a map of the place but once you are in separate and hit your two different objectives." Turning to the X-men he continued. "Team three will consist of all the X-men. You will be diversion. Once the first two teams are in you will move in and trigger the alarms. We know from Spiderwoman that they can pick up on any mutant in the area, so we are sending you in to trigger that and with any luck empty out the base of any resistance that could stop the teams inside the base. That is where Team four comes in. That is the rest of us Avengers. Once they have engaged the enemy and it looks like they have committed most of their forces we will move in. With the combined strength of both the X-men and the Avengers we should be able to hold the line until they finish their jobs inside the base and pull out."

"Then we can blow the base, enjoy the fireworks and all be home, healed and rested in time for the party this Friday."

"Party? What party?" Iceman asked.

"That would-be Spider-man and Captain Marvel's engagement party." Ironman said, "and you are all invited."

"Right everyone let's move out."


	8. Chapter 7

I'm going to see the Foo Fighters tomorrow so i'll be away from a few days. So i thought i would put this up a day early rather then two days late. So enjoy.

Chapter 7

May was walking down the hall to the hanger when Captain America stepped out in front of her blocking her path and surprising her enough to make her lock up. He had his arms crossed over his chest and a look in his eye saying you are not going any farther until I say so.

"Can I help you?"

"Before we go I need to ask you are you alright to do this mission?"

"You have never asked me that in the past why ask it now?" Sighing she relaxed her stance. "I have no injures," she motioned up and down with her hands, "my powers have fully restored from that little bit of sun bathing." She held her hand up and power flowed to it making it glow. "I am all ready to go."

"Physically yes there is no problems. How are you going up here," He tapped her lightly on the head.

"Oh that," Walking over to one of the walls she made herself comftable on it. "Look I won't lie to you I have seen just about everyone who has ever meant something to me die somewhere in my life. So yeah, I am carrying some serious baggage, but I will be fine."

"You won't snap and endanger the whole mission because if there is any chance of that you stay right here."

"No there is no chance of that. Matter of fact there is finally light at the end of the tunnel. If all goes well, then one of three things happen." Raising her hand, she lifted her first finger to enforce the point. "One when we are done I will remain here while my whole timeline is wiped out with all of these memories intake or replace with a new set of memories." Raising the next finger, she continued. "Two. If string theory is correct, then a whole new time line will branch of from the first one. Creating its own dimension with its own timeline while mine stays right where it is, and I will also stay here a bit like that Marvel Girl did." Finally, she raised her last finger. "Three. My whole-time line is wiped out totally changing everything that happened. All the deaths erased, all the destruction gone, unfortunately this also means I will simple fade away, but I can kind of see that as a good thing because quite frankly I don't like the way my life has turned out and with any luck I haven't changed too much to stop me from existing. The way I see if I can't lose any which way. Mind you I might need some serious help if I stay here for you have no idea how much I am really carrying."

"That is what I needed to know. The last thing I need out there is a loose and damage cannon. There is not enough of us to carry you through this if it all goes south. I need you to keep it together. When this is all over feel free to come see me. I am always willing to talk because I do know what it is like to have a lot of ghosts in your past." He relaxed and held out his hand to her, "deal."

"Deal," She took his hand. "And I already knew I could talk to you after all there is only two people I know of that has seen war like I have and that is you and Uncle Logan."

He was taken a little back by that. Not that Wolverine had seen as much war as him because they had served next to each other in World War 2 from time to time. No what surprised him was the Uncle part. "Uncle Logan?" He asked in a confused tone.

"Blast." Hoping off the wall she walked a bit closer to him and lowered her voice. "Yeah Uncle as in he is my adopted Uncle and one of the two people that raised me and my brother. Now please don't ask any more. OK."

Nodding his head, he let her past because she had let something else slip. If Logan was an adopted Uncle that helped raise her then. He walked out into the hanger and looked over to where Logan was standing with Spider-man, Captain Marvel and Spider-woman. He watched as they laughed and joked around while Spider-man held Captain Marvel in his arms. Then it means at least half of that little group where not going to last and he didn't like the thought of that.

Bobby stood back and watched as his fellow X-men walked onto the plane. Yet even though he watched all of them his eyes mainly followed a sertent blond haired girl. Just as he was about to enter the plane she looked back at him and smiled this just about made his heart leap out of his chest matter of fact steam started to rise from him for a minute until he got himself back under control.

"Dame man you have it bad." Spider-man quip as he came up to stand next to his friend. "I have never seen you do that before. Matter of fact I don't think I have ever seen you this nerves before. What's wrong?"

"M-me." Holding his hands up in surrender, "Nothing wrong with me man and I have nothing to be nerves about. I'm not the one giving up their freedom."

"No, you're the one melting around one girl." Standing infrount of his friend, "And don't try and change the subject or lye to me. I have known you to long for that and you, me and the matchstick go too far back to not know when one of us is a little put out by something. So once again what's wrong?"

Dropping his arms and letting out a sigh of defeat he knew he couldn't put it off any longer. "Yeah I like her I like her a lot. I'm just a little put out by the fact that she is a crowned princess and I'm just a walking ice cube. I mean what can I offer a girl like that?"

"How about you just start with being honest with her. Ask her out. The worst she could do is say no and then it's all over no more problems. But if she says yes then just be who you are. Not a walking talking ice cube. A good friend that would stand by her through anything. What more can anyone ask for?"

"Yeah I guess you're right. It still doesn't change the fact that she is a princess and I have no idea what to do with that."

"Well tell you what ask her to be your date to the party this Friday. It should be fun for everyone and there is no way the two of you could feel put out in a room full of heroes just as strange and different as the both of you are."

"You know I think I might just do that." Holding his hand out the two of them shook each other's hands, "Thanks man you really are a great friend you know that."

"I know now go get her." Pushing his friend past him he shook his head and chuckled at how even after knowing both him and the matchstick nether one of them had changed much in the last ten years.


	9. Chapter 8

Sorry to everyone who is reading this. I just noticed I missed posting last week. I will try to never miss one in the future but in my defence I was at the hospital last Thursday with one of my sons and didn't get home until after midnight. So once again so sorry and to make up for it I will post last weeks and this weeks right now.

Chapter 8

The three of them slowly and quietly crept through the base knowing they wouldn't have long before the attack began and then all hell would break loss. Spider-man looked down at the scanner in his hands and he could see the blip they were slowly making their way to. Suddenly both Spider-man and Spider-women's spider sense went crazy and the two of them grabbed Captain Marvel at the same time and jumped to the roof. Carol tried to make a yelp form the unexpected movement, but Peter placed his hand over her mouth and made a shh movement. Looking back down they saw four Sentinel's walks around the corner and straight underneath them. Carefully they watched them as they went down the corridor they had just come up and dissipare out of view.

"That was close," Carol said.

"Had closer," Spider-women replied dropping down again. Carol rolled her eyes and pointed down at her while looking at Peter and he just shrugged in reply.

"Come on you two we don't have all day," May started before the two of them even made it back to the floor.

"She gets that from you," Peter quip.

"Shore and you keep telling yourself that."

Going around the last corner they arrived at the door of the room on the scanner.

"Well my spider sense isn't going off, so I would say it's all clear." May said as she placed her ear to the door, "and I don't hear anything ether."

"In we go then." Carol walked up to the door trying the handle it didn't move so she put her shoulder to the door and pushed there was a crunch as the hinges snapped and with that they were in.

Elsewhere Spiderwoman, Black Widow and Hawkeye silently made their way through to the other end of the plant. They didn't have as far to go as the others but the room they had to enter was a lot more open. In the centre of the room sat giant size sentinel. Once every few minutes its chest would open up and another small sentinel would come out from its chest on a platform. A large claw would come over and pick it up and place it in a holding cell with even more sentinels. Once the cell was full it would be driven away and replaced by another cell, so they could be transported all over the world.

"Well so far it doesn't look like they haven't started to build any new models," Black Widow said looking around.

"Yeah don't want to run into one of them. They sound like a real problem," Hawkeye replied. "If we set the charges around the outer edges of the room we should be able to bring the roof down onto the how thing."

"It would be good if we can get one right down next to the Sentinel Prim in the middle there." Taking the explosives from her back Spider-woman pulled the others back down hall a little. "Ok here's the plan I'm going to float with two of the charges down to the Prim while you two set the ones around the room. You know the drill we have done plenty of this in the past and with any luck we can get it all done before the attack starts."

Hovering a little off the ground she took two of the charges and started to move away from the other as they went about their tasks. She floated behind different crats and cage cells as she made her way down to the Prim.

Hawkeye found himself a high hide and shot off the charges around his side of the room without any of the active Sentinel's spotting him. He kept a look out for the other two as he went.

"You have two Sentinel's approaching from your five o'clock Spider."

"On it." She climbed up into a crate and hid on the roof there she stayed quiet and still until they had passed.

"All good," Hawkeye spotted her, "you're in the clear."

Sneaking back out she continued floating down to here target. Making good time she planted and armed the first charge by one side of the Prim and headed around for the second.

"All clear," Widow radioed in.

Shooting off his last charge Hawkeye reached up to his ear, "Last one is in place."

Reaching the last side, she knelt just as the building shook.

"Mutant signature detected. Activating all Sentinel's to engage."

Outside a few kilometres away a quinjet and blackbird sat next to each other with the final two teams waiting the allotted time to pass. The Avengers all sat calmly in the quinjet with Hulk and Thor snoring away. Ironman, Captain America with Wolverine stood to one side watching the time giving the first two teams five-minute head start. Magma was leaning on the jet watching Racheal pace around in circles while the other stood off to one side a little.

Iceman walked up to Magma and lent on the blackbird alongside of her. He was in his ice form and she was in her glowing orange powered form. She was looking down at her feet not willing to look him in the eyes and thankful that her powers hid her face as she felt her face getting hotter with his proximity.

"Hay err Magma," Iceman started off with a lot of nerves in his voice.

"Yah yeah."

Across from them Blink and Storm stood near each other waiting on Logan's call to get started. When Blink spotted the two of them standing near each other she tapped Storm on the shoulder and tilted her head in their direction. Looking over Storm saw the tension and nerves flowing between the two of them and had to chuckle.

"I am, was wondering. That is if you are free. I have been invited to this party on Friday and was wonder if you would like to come with me?" Getting it out was hard. Harder then he thought it would be. Rubbing the back of his neck just on instinct he picks up on what he was doing and thought to himself, 'great now I'm acting like Peter.'

"Oh, um you mean this Friday?"

"Yeah. That is if you want?"

"You mean like a date?"

"We could call it that if you like or we could just go as friends."

Now he was getting really nervous because Racheal was heading back towards them and he still hasn't received a straight answer from her yet. While Magma was secreatly praying that she wasn't dreaming or that Venus would stop playing with her even if this wasn't a dream.

"Are you shore you want me to go with you there isn't someone else you would rather go with?" 'Dame' she thought to herself 'where did that come from'.

Finally, Racheal walked back up to them and as she passed she stopped right next to them and shook her head. "God why are you to so dense." Turning to face them she continued. "She likes you and he likes you. So yes, he is asking you out on a date and no he can't think of anyone he would rather go with." Raising her hands and activating her powers. "Now stop being total morons this close to a mission." She pushed her hands together which in turn pushed the two of them together and they on instice wrapped their arms around each other. Storm and Blink just cracked at that and burst out laughing to the point their sides started hurting. Racheal just turned back the way she was facing and continued to pace. While steam started to rise in between new couple from their combined power set.

Finally, Ironman signalled Wolverine. "Times up."

"Good luck soldier. Give them hell and remember we will be right behind you."

Walking over to his team, "Ok X-men its time lets remind those buckets of bolts what mutants can do. Blink take us in." Using the flight over as her reference point she opened a portal right out the front of the base they all ran through leaving the portal open behind them.


	10. Chapter 9

Chapter 9

As team one entered the room the whole building shook with some sort of impact. As this was happening a voice came over the internal communicator.

"Mutant signature detected. Activating all Sentinel's to engage."

"Well I guess that means that Wolverine and the X-men are here." Spider-man quip.

Captain Marvel shook her head, "You are even joking now when we are in the middle of a stealth mission."

"No time like the present."

"Come on you two we still have work to do." May walked into the room where she found three piles of machinery. Two looked well and truly wreaked while the other looked like it was just a damaged version of the race. "These two are gone we don't have to worry about them just if we set some charges on the bodies and the computers attached we should be able to take out any data they may have acuminated on these three."

Spider-man walked passed her and knelt next to the wreaked final Race. "What about this one? It doesn't look like there is any life in it."

"Yeah well it could still be operational. It's not in enough pieces for me to make any type of judgements. For all I know it could be just shut down and waiting to attack anything that walks in the room."

"Don't think you have to worry about that." Spider-man reached out his hand to rest it on the still form next to him. "After all it's not setting off my spider sense." And just as he said that its eyes opened, and it quickly reached out both of its hands and wrapped them around his head.

"Dad," "Peter," The two ladies yelled as they both ran to his side. Carol reached out and was about to pull its hands-off Peter when May stopped her. "Mum don't,"

"What? Why? You said these things where dangers."

"That's true but that isn't what is setting off my spider sense." Turning her back on her mother she started to charge two photonic blasts. "No, that is." Carol wiped her head around and there standing behind them was Bastion and with him was four new prototype hybrid Sentinels who where a mix of both Sentinel and Race machinery. "Whatever happens don't let the new ones join together. Don't hold back. The quicker you can kill them the better and the less dangerous they are."

Jess looked up into the eyes of the Prim as it looked down at her. She was so far caught so far off guard she was standing as still as a statue. Both of them just held their ground waiting for the other to move. Finally, she stood up straight waiting on the other to move.

"Scan complete," The Prim stood up straight. "Spider-woman AKA Jessica Drew, threat level moderate." Pointing over to one side of the room. "Black Widow AKA Natalia "Natasha" Alianovna Romanova, threat level low." Stepping out from her cover she muttered something under her breath. Changing to the other side of the room. "Hawkeye AKA Clint Barton, threat level low."

"Hay," He yelled stepping out from cover. "I take offence to that. Why am I so low?"

"Well Clint I guess you better prove it otherwise," and with that all hell broke out around the room.

"I bet I can take out more of these buckets of bolts then you two." Hawkeye yelled jumping away from a shot from one Sentinel and in the same movement he let loose the arrow on his bow.

"Really Clint you are doing this now in the middle of a fight we might not win." Widow jumped up the body of one Sentinel. She slapped its head as she used it as a spring board onto another Sentinel where she unloaded the whole clip from one of guns into its head killing it. As they both fell to the ground she rolled as the first Sentinel blow up from the explosives she left behind.

"Leave him allow Widow." Jess said as she took to the air. She dodged shots from the Sentinel Prim as she made her way around the room using it to do as much damage as she could.

Hawkeye fired off two more arrows. Both hit their marks in the middle of a group of Sentinel's, snapping their heads back they both expanded out followed by shooting off shots in every direction killing the whole group before exploding taking the heads off the first two. "Thank you Jess I'm glad to have at least one of you on my side."

She landed behind him so the two would be back to back. "You didn't let me finish. I was going to say that after all you are only a guy and are no way near as dangerous as we are."

"Hay."

As soon as the X-men where through the portal that was opened by Blink, Storm straight away called down lightning that blow the side of a cliff face off exposing then base that was hidden under it. It didn't take the Sentinel's long to respond to the attack on the base. Before the dust and rock had even settled turrets where rising up out of the ground to lock onto them and the main door slide to one side as Sentinel's came out of the structure. They were all the basic modal thankfully very large oversized robots that all the present X-men only came up to their ankles. They just walked out and formed up into a straight line raised their blaster arms up and started their attack on the waiting mutants. Storm took to the air with Marvel Girl by her side they both flew through the laser fire while Storm called down more lightning and Marvel Girl put up shields to protect her friends.

"Blink get me in there." Logan yelled running at the line. She formed a portal in fount of him as he dove through another opened in the middle of the line and he fell out landing on the top of one of them and processed to slash into its neck. She also ran to find cover behind a bolder as she formed spears in her hands. Taking a breath, she broke from her cover just long enough to through both spears out and destroyed two turrets before she rolled back in under cover.

Magma let out a stream of fire that counted all the shots caught in its wake as it continued on until it hit the line of sentinel's before exploding. Not letting up she stated to melt rocks all around her and then lobed them at the turrets. Iceman slide over her head on one his slides that he was forming with one hand. With the other he set volley after of volley of ice shards into the ranks of sentinel's striping the ranks down as he went. She smiled up at him as he passed over her.

"Maybe we might not need the second wave after all." Iceman yelled out to the others as he ripped into another Sentinel. Looking around he counted off only a small bit of resisted. Forming a ball of ice in his hand he threw the ball out at the last turret hitting it dead on and blowing it to pieces. "and that as they say is that. I always thought that the Avengers are over rated." The X-men all came together in the middle of the field where Iceman was doing his little victory dance. Magma chuckled as she walked up to him. He stopped his little dance to look her straight in the eye, "now we are the x-men. We are the bomb. That was so easy."

Wolverine walked straight up behind him and hit him over the back of the head as hard as he could. It chipped off a bit of the back of him, so he had to pull some moisture out of the air to repair himself. "Hay what was that for."

Just then the ground under them began to shake before they could start hearing stomping of feet coming from the building. Slowly out of it came three rows of some sort of Sentinel they had never seen before. The rows split off and formed up lines in front of them the only problem was that every second one didn't stop moving. As the first stopped the second continued on until the two would slowly merge together in a mess of cables. This made them so much larger then they were before. Now they had large claws on one hand and some sort of blaster on the other. They still had the Sentinel's purple colour skeem, but now black cables come out of their bodies just to re-enter somewhere else.

"That is what that was for."


	11. Chapter 10

Chapter 10

Carol slammed her hand right into the chest of the last Sentinel she was facing, and it looked down at her almost in a state of surprise that it wasn't dead yet.

"Hear have a present." With that she let her photons flow from her hand causing them to explode out of its back killing it. Letting out a sigh she wiped her hand over her for head and looked around the room. There was now four trashed Sentinel's lying in pieces on the floor of the room Bastion was still standing over near the door with his arms cross his chest with a very superior look on his face. This was starting to get on her nervours. She had now killed three of his so called improved Sentinel's and he was still looking like he didn't care. She also saw Spider-man still standing over the far side of the room where the Alien had grabbed his head. She wanted to go over there and rip its stupid arms off for doing whatever it was doing to him, but May had said he wasn't in any sort of danger because it hadn't set off her spider sense or his to that matter before it grabbed her. Finally, she looked over at May who was just slamming the last Sentinel down onto its chest before she climbed onto its back grabbed it by either side of its head and slowly ripped its head off its shoulder.

May crushed the head she was carrering in her hands as she walked over to her mother's side. Once she reached her she through the crushed head down at Bastions feat, "Is that the best you have got because so far I am unimpressed?" Carol wiped her head around to look at her daughter with a look of shock on her face. May floated up into the air and started to charge up her hands, "You gave us a much harder time where I come from. So maybe we just gave you too much time the first time around."

Bastion chuckled, "Little girl I don't know who you are or where you have come from and considering the fact that I have access to the largest bank of information on the planet that says something but alas play time is over." Uncrossing his arms, he shot wires out of his arms and hands that connected up to all the remains in the room before he pulled them all to him. They clipped and joined up all over his body increasing his size and strength as they went.

"No, no, no, no." May repeated over and over again like some sort of mantra as this was happening in front of her. "NOOO," she yelled one more time as she slammed herself into him carrying him straight through the door and down the hall somewhere.

Carol was about to race after them when she hears a very weak voice behind her. "Carol," she wiped around to find the alien had let go of Spider-man's head and now he was down on his knees next to the alien. "Carol help," Now she was torn does she help the man she loves, or does she take after her daughter she had only just meet knowing she was in the greatest danger of the two of them. "Carol, it's safe it just needed to communicate to me and it can't do that with sound." It now turned its face to her and for the first time she had a really good chase to look it over. It looked like a small child just made out of a mess of wires and cables making up its body and in its face looked like two small lenses but there really was no openings anywhere on its body. "It needs help. It is damaged both from the crash and from the sentinel's experiments on it. It wants us to take it to some sort of communications device. There it can connect its body up with it and call for help. This will bring a ship here to collect it."

"Yeah sounds good." Carol slowly and menacingly floated over to it. "It can call in the rest of its kind and they can start the war early and wipe us all out or have you forgotten what May told us?"

"No, I haven't forgotten," Spider-man very carefully made his way back to his feet but ended up rocking back onto the wall near them. "It accessed all of my memories to try and talk to me and, so it now knows everything I know. The only reason its race would have attacked us was if they felt like we started it and going on what I know they would have come here and found us fighting the Sentinel's and seeing how close they are to it. They would have thought had that we were wiping people like them from our planet. Then they would have attacked without knowing any better." Pushing himself off the wall he took off his mask and walked over to Carol. Taking her hands in his he looked her straight in the eyes, "I know you are going to find it hard to trust him so instead trust me and I know for a fact it is ok we can help it get home and then there will be no war."

She kept looking deep within his chocolate coloured eyes looking for anything to tell her he may have been compromised but eventually she just gave up. Dropping her head down to rest her forehead onto his nose she totally relaxed her body, "fine we will do it your way but if this thing turns on us and they come down to wipe everyone out. I will get back up one more time to kick your ass."

"Fare call," he kissed her head and then stepped back to pull his mask back on. Picking up the alien he carried it like it was some sort of hurt child in his arms. "So where do we go and um," looking around the room he asked. "Where is May?"

Clint ran along the side of the room trying to keep ahead of the laser blasts that where blowing holes in the walls behind him. Reaching back over shoulder he pulled out his last arrow as he leaped up onto a broken Sentinel, twisting in the air he fired off the arrow behind him. It hit dead centres in the chest of one of the following sentinel's before shooting out a small canister which fired off darts in every direction shorting out the surrounding sentinel's. Pulling off the empty quiver he detached a smaller quiver from the base. Just as a sentinel landed next to him.

"Human designated as Clint aka Hawkeye. Stand down and elimination will be quick."

"You know what that dose sound very tempting, but I have another idea." Quickly he throws the empty quiver at the sentinel yelling, "catch."

Turning around he took off for the door as quickly as he could. The Sentinel caught the quiver in flight and looked down to find a flashing light on it just for it to blow up in his hands ripping it to shreds.

Hawkeye pressed a button on the bottom of the small quiver, so it would enlarge in his hands before swinging it around on to his back. "I can't believe I'm saying this but thankyou Hank Pym for the back-up arrows." Sliding down behind cover he held his finger to his ear. "Ladies I hate to break up the party but I'm down to my fall-back arrows and they are not made for this type of thing."

Black widow ran up the front of a sentinel flipping over it and placed a small charge on the back of its head. As she landed it blow the head clean of the sentinel then it fell foreword landing on another that was following her. "I agree, I'm heading for the door now. I suggest we blow the charges before they find them and with any luck it will give us a chance to make a break for it."

Spiderwoman was being pushed to her limits for her speed and agility as she was in the middle of the room with the Sentinel Prime and some of its newer creations around her all of them firing at her at once. She wished she had Peters spider sense at the moment but so far, they had only clipped her once and that was one time to many. "Right ill set the last charge and then make for the door but don't wait for me if it looks like I can't make it blow the charges and make a break for it." Just as she finished saying that she was hit in the shoulder knocking her balance off and forcing her onto the ground at the Primes feet.

Black Widow hooked back up with Hawkeye under the same bit of cover. Both of them looked out to see the Prime bring its foot down where they could see Jess lying on the ground kicking up a dust cloud and braking the floor under its foot.

"No," Hawkeye yelled.

This got the attention of ever Sentinel left in the room. Widow pulled out the trigger and held it out for them all to see. Slowly the two of them got out from behind their cover and backed up towards the door. "Know what this is?"

"Scanning… Key charger for plastic explosives."

"That's right you bucket of bolts. We have left charges all around the room and we are going to blow they very shortly." Hawkeye opened the door while Widow kept up the conversation. "I just have one question for you before I blow it."

"And what is that human?"

"Still think we are a low-level threat?"

Just then Spider women came flying over the Sentinel Primes head flying straight for them. "Blow it," she yelled. Throwing the trigger to one side she turned and made for the door just as explosions went off all around the room. Spider women just made it to the door with the charges closest to the door went off throwing her out of the room. If any of them had the time or the ability, they would have also seen the head of the Prime blow straight of its shoulders, but they didn't have the time for the force of the explosion through all three of them across the hallway they were in covering them with dust and dabry.

Wolverine slowly stepped away from the others. Slowly he moved his hands down in a calming motion. Making shore he didn't make any sudden moves he walked a part of the way over to stand in between his team and the new Sentinel's before him. All at once the middle two rows stepped to one side forming a small path. Wolverine stopped so he was in line with the path, he stretched out his mind to Racheal's. Get Blink ready to open a portal right over the main part of the line but only on my signal.

Got it we have linked up with the Avengers and they are going to drop right on top of the metal heads. Racheal sent back.

"So, which one of you bits of scrap metal feels like coming out here to talk?"

Looking down the line he watched as two of the sentinel's stepped out and started to join together. Once more it grows in size but this time its arms didn't join in together. This time the second set stayed under the first now giving it four arms. Cannons formed on all four arms, two more came up and clicked onto its shoulders giving it an even more threating appearance. It turned on the spot and walked out to stand about three paces away from him. It held out one hand pointing at Wolverine and another pointed out at his team. Just then a red light shot out and scanned everyone present.

"Mutant, Clarice Ferguson AKA Blink, teleporter, threat level low." It started with, "Mutant, Ororo Munroe AKA Storm, weather manipulator, threat level moderate. Mutant, Amara Juliana Olivians Aquilla AKA Magma, earth and fire manipulator, threat level moderate. Mutant, Racheal Summers, Omega level threat level possible moderate to high, depending on presence of Phoenix force."

"Hay Tin head that's Marvel Girl and the last name is Gray get it right."

"Data not found. Changing to compute. Changes found. Mutant, Marvel Girl, threat level possible moderate to high, depending on presence of Phoenix force. Mutant, Robert "Bobby" Louis Drake AKA Iceman, Omega level, threat level possible moderate to high depending on weather pattern and access to water." Dropping its arms, it once more focused on Wolverine, "Mutant, James "Logan" Howlett AKA Wolverine, enhanced senses and healing, also contains adamantium skeleton with claws, threat level moderate. Total threat level moderate. Eliminate all mutants."

Wolverine chuckled at it, "nice the robot thinks I'm only a moderate level threat. You do realise I am the best at what I do."

"Information computed and already found. Threat level moderate. After recent upgrades skills have been matched with selective weaponry."

"Cute." Wolverine walked right up until he was standing toe to toe with it. "What about my hidden assets?"

"Computing… Unknow, what hidden assets?"

"Now," he yelled, "Avengers Assemble."

Just then two Ports opened up over the Sentinel's. Out of one jumped a roaring Hulk followed close behind by Thor. Out of the other came Captain America carried by a Hulk buster size Ironman. As soon as the Hulk buster hit the ground he throws the Captain as a fast ball right through the chest of a few Sentinel's before opening fire on the rest.

Wolverine ducked under the Sentinel's arms slipping around the back of the Robot he popped his claws and dug them straight into the machines legs and started to climb up its back. Reaching the head, he drew his hands back to start cutting into it when it twisted its head around a full 180 degrees before firing an energy blast out of its eyes sending Wolverine flying.

"Blink get me in there." Magma called out as she shoots out flaming boulders from the ground.

"What?" Blink asked as she looked around to find some sort of cover.

Magma came alone side her and raised a rock wall blocking off any fire from hitting them.

"I can melt the ground out from under them, but I need to get in with them."

"Ok just remember you asked for it," forming a portal she held it open as Magma jumped through.

As soon as she hit the ground she reached out as deep as she could and started pulling up as much heat as she could and all around her the ground started to melt making any Sentinel caught in it to fall over and sink into the ground.

Storm flouted up into the air changing the weather around them into a great hail storm that fell on the Sentinel's and one Iceman as he ran at the Sentinel that was talking to Wolverine not three seconds ago. As he ran he pulled the ice into himself growing in size till he was the same size as the advanced Sentinel before he ploughed into it. Knocking it off balance he ducked under its first shots from its shoulder cannons. Iceman slipped around it to grab hold of its shoulders and froze up the cannons before breaking them off. It retaliated quickly by swigging out with one arm to hit him away just to find that Iceman brock himself apart and reformed to take out two of its arms the same way as he took out the shoulder cannons. Once more it took another wild swing at him only for him to this time catch the arm followed closely by the other.

"Tell me you bucket of bolts. Do you feel fear?" As he asked that ice started to freeze up its remaining hands and arms.

Just then it opened its chest to blast Iceman cleanly straight through the chest dropping him backwards onto the ground. "Negative," walking up it melted the ice off its arms and grabbed hold of his head, "I feel nothing."

Just then the ground started to shack under everyone's feet.

"NOOO." Magma yelled seeing Iceman fall she pulled even harder causing the ground to rumble, shack and then erupt into large streams of magma all around.

"Threat increase from moderate to high. Eliminate immediately."

Raising one of its hands it got a lock on to her before a large explosion blow out of the Sentinel's base from the west wing.


	12. Chapter 11

Chapter 11

Captain Marvel and Spider-man ran as fast as they could down the hall that connected the holding cells and the main computer rooms. Spider-man was still carrying the alien in his arms as they were trying to get through the base as quickly as they could. Every time his spider sense went off he would signal to her from which way they were coming from and she would step in, intercept them and removing them before they got anywhere near Spider-man and the alien. Yet even as they made their way as quickly and quietly as they could they could still hear the fight between May and Baston going on somewhere near them. Every once and a while one of his energy shots would cut through the paths they were running down. Stopping them in their tracks. Making their way to the main computer room they found it to be a good size room open and easy for the larger Sentinel's to move around. One of the walls was made of open glass looking out over a storage room where they were keeping inactivated sentinel's both the old and new models. Around the other two sides were computer monitors and memory units. This was what Spider-man made a bee line for. Meanwhile Captain Marvel walked over to the glass and looked out to see all the none active units.

"Dam, there is a lot of these bustards." She rested on the edge of the glass. That was when May was thrown throw the one of the side walls but at the opposite end from where Carol was standing. She slid along the floor slowly losing momentum before finally hitting the wall on the other side and coming to a complete stop. "Spider you might want your new best friend to hurry up over there because we could end up getting a lot of company soon."

Peter had put the race on the thermal on the furthers wall from the glass and watched as it extended parts of its body out and seep into the computer and monitor. The monitor activated, and he watched as rows apon rows of text in some strange language cycled through the screen.

"Hay buddy I hate to hurry you up, but we are currently in a very hairy spot that could blow up in our face at any time."

That was when a new display box opened up on the monitor he was watching. Slowly text was written across the screen.

Affirmative. Righting new program now. Contact will be established in approximately 5 minutes.

"Is that the fastest you can do this? Because I would hate to have to deal with a pack of very angry robots."

Sentinels are androids not robots. Affirmative.

"Captain Marvel." Spider-man moved away from the terminal and over to his fellow hero. "He says he needs at least 5 minutes."

He looked out the window over to where she was gazing. He saw May rise up off the ground energy pouring off of her in waves as she slowly floated up into the air. Two hands ripped through the hole May had made when she was thrown through the wall followed by the wall being ripped away and a very large Sentinel entered the room. It was so large that it stood well and truly over the inactive sentinel's. It had four arms and cannons sitting on each shoulder. Slowly a door opened in the middle of the shoulders and the small head of Bastion came up to sit on top of it.

"That was very inconvenient." He said as he rotated the now placed head. "Ripping my head off would be a good plan for my old form but with these new upgrades it is no longer as vital as it used to be."

"Well excuse me." May slowly floated over until she was in line with his face. "I haven't had to fight you in a good five maybe six years. I'm a little rusty but I tell you what if ripping your first head off didn't work then how about next time I shove it straight up your…" Just then a large explosion rocked the whole building. Some of the in active sentinel's fell over knocking over some of the other sentinel's all around them. It also made Bastions lose a lot of his balance which May capitalised on and ripped straight into him punching straight into his chest plating denting it and pushing him over onto his back where she landed on him and just started to pond into his chest. He raised two of his arms up and fired at her knocking her off his chest and shooting her across the room.

Seeing this Carol punched the glass as hard as she could smash it into the room which was very quickly followed up by Peter jumping though with the glass. Shooting out a web line he swings around and caught May before she could hit anything and then back again to land next to Carol in the window looking out over the room and Bastion slowly getting up.

"Dam that was close." Carol said not taking her eyes off as the sentinel stood back onto its feet. Bastion reached up and pulled the damaged plates off his chest followed by him reaching out and absorbing another sentinel into himself fixing the damage she caused. "Nice trick to bad Logan can do that without the help."

"So, what's the play?" Spider-man asked.

"Well I've been saving up energy. Jumping in the way of every blast and taking as much as I can into my stores."

"Well that could be ether really dangerous or really potent." Carol looked over to her daughter with a very pointed look. "Who taught you how to do that?"

"No one," She sighed and looked over towards her Mother. "A lot of things I had to figure out on my own. Anyway, if we can do enough damage to his hull enough I could redo what my brother did and shoot it all off inside of him."

"You're going to destroy him from the inside out. Nice," Spider-man nodded his head.

"Right Spider-man you play interference, after all you seem to be very good at that." Captain Marvel pointed out.

"You got it." Leaning forward getting ready to jump into battle when it dawned on him. "Hay."

"Spider-woman you and I will take the battle to him. See if we can't make a hole in his armour and then end all of this."

The three of them jumped into battle. Every time the ladies broke through his defences they would damage him a bit more. Then he would ether blast them or knock them away. Whenever possible May would try and get in the way of all of his blasts, so she could absorb the power into herself. Spider-man would catch the ladies whenever he could, or he would swing them back into the fight. He would also try and stop Bison from taking anymore Sentinel's into his mass, but he felt like he was in a losing battle. He might be able to stop him most of the time but with a room full of inactive Sentinel's there was just too many for him to pull from.

Feeling his spider-sense go off he twice around mid-swing to come face to face with a Sentinel that was thrown at him. Having nowhere to go he took the full force of the hit sending him flying back, breaking through a window back into the control room.

"Aww man that really hurt both me and my pride." Standing up he looked around and found himself very close to where the Race as still attached to the monitor. "So, are you about done yet?"

Affirmative connection to hive mind reached. All information has been transphered. Collection ship has been sent. Will arrive in fifteen minutes. All Sentinels have been deemed a threat to the Race and will be wiped from existence.

With that Spider-man's spider sense went off again. He turned in time to watch spider-women's body thrown through the same window he was put through not to minutes ago. Walking over he helped her to her feet.

"Dam that hurt," she said as she slowly straightens up. Looking around she finally saw the Race on the computer. "Why is that thing still alive?"

She tried to punch passed him, but he held her back somehow. "He was a victim her just as much as you are."

"What? How can you say that? They just about wiped us out because of him? Killing him will stop all of that."

"No, it won't." He let her go before continuing. "He and his two others were caught by the sentinel's when they crashed. But instead of helping them, they brought the two of them in and experimented on them until two of them died and then they pulled them apart. They found out that by putting their technology into their own they could become what they always wanted. A way of wiping out all mutant life and establish their own as the only real power on the planet."

"No, it can't be," she said in total shock. She slowly back up away from him she slowly went limp dropping her gaze to the floor. Slowly dawning on her everything that had happened to her in the last few years all started by chance.

"I'm sorry May but if you really want someone to blame for everything that happened. All that pain, suffering and death," moving over to the young hero he turned her to face out the window where Captain Marvel was still fighting Bison. "Blame him."

Letting it all sink in she felt a change within herself going from shock to cold fury, "All your fault."

Slowly the dust settled as Jess came around finding herself laying on the floor. Coughing the dust out of her now very dry through pain all of a sudden shot up her leg and side.

"Ah, sh…" she gritted her teeth against the pain. Looking down her body she found she was just at the exit to the room they were in with then Master Mold and she was pinned to the ground under recage from the roof and walls. "Great," looking back out through the dust she called out. "Widow, Hawkeye, can are you two ok?" Finally, the dust cleared enough she could see to the other wall and that was where she found the two of them. Both knocked out blood covered and laying facing each other. "Great this just keeps getting better and better." Activating her communicator, she tried to reach someone who could hopefully help them. "This is Spider-woman on team two requesting help from anyone who can read me?"

Wolverine slowly pulled himself up into a sitting position. Looking around he watched as the Avengers and X-men made short work of the Sentinel's. The Sentinel's tried to hold their own but their numbers where holding them back due to friendly fire. He chuckled as his chest healed over. His gaze finally fell on Iceman as he took on the four-armed Sentinel that he had been talking to. Seeing his friend being shot through the chest he let out a growl as he pushed himself to his feet. That was when he hears Megan scream and the ground under his feet started to shack. Then the base they were attacking exploded out of one wing.

"Dam who did that?" Once more he turned his attention back to the Sentinel that killed his friend. "Time to teach him why I'm the best." He was about to run in to rip him a new one when his Avenger communicator went off.

"This is Spider-woman on team two requesting help from anyone who can read me?"

Once more letting a growl escape his lips he stopped what his was doing and broke for some cover to reply. "What's the matter Jess?"

"Widow and Hawkeye are out of comition and I'm trapped under some recage. We are going to need some help to get out of this mess."

"Are you in any type of danger?"

"No, I think we are safe for the moment. It's just we took out their main storage and Master Mold, so I don't know how long that will last."

"All right sit tight I'll send Blink in to get you."

Blink, you free? Wolverine broke for cover to take in the battle field. What he saw made him smile.

What's up Logan? I'm kind of bissy try not to end up dead at the moment.

Logan watched as the Hulk held a Sentinel in one hand and use it to smash all the others that where getting close. Thor was just above him charging up his hammer to bring right down on them.

Team one needs an evac. Can you get to them and take them straight to the Blackbird?

Ironman and Captain America where still back to back but while Ironman was only on the offensive the Cap was doing all the defence for the two of them. He had seen the two works in tandem before, but this was taking it to a whole new level.

Sorry not happening. I need ether direct line of sight or to have been there before. I can't just open a portal up like that or whoever goes in it may not come back out.

Storm was flying over both Marvel Girl and Blink. Marvel was putting up barriers and deflecting shots while Blink and Storm where taking the Sentinel's down from a good distance.

Rachel link her mind up with Jess's. I'll tell her what is going on, then if you look through her eyes you can see where they are and then you are all good.

Magma was the only one that could have taken the smile off of his face. She was on her knees and tears of fire fell from her eyes running down her cheeks. All around her the ground melted and the lava that was forming was slowly spreading melting everything it touched, Sentinel's included.

"Spiderwoman? You still there?"

"For now. What's up?"

"Marvel Girl is about to link up your mind with Blinks. When this happens, Blink will open a portal and then the two of them are going to get the three of you out of there. You ready?"

"Go for it. We aren't going anywhere."

Now Racheal go for it.

Racheal's eyes glowed with her powers changed from being on the defence to reaching out with her mind. Then she reached out and touched the back of Blinks head and she snapped her head to one side followed by her throwing out her hand. Opening a portal, the two of them made a break for it jumping through it and out of his line of sight. Then Storm took off to float over the last member of the X-men and the real reason the smile was on his face.

Jess watched as the pink portal opened in front of her and the two mutants jumped through. Looking passed them she saw two Sentinel's walked around the end of the corridor and see them. They raised their arms and charged up to fire at them.

"Look out," She yelled to the two of them.

Both of them span on their heels. Acting on instice Racheal throw a barrier up in front of them as Blink span back around forming two lances one in each hand. She throws both of them at the down Avengers both of them flashing out of sight on impact.

"Racheal I'm not going to be able to get her out of here while she is under all of that rubble."

"I'm kind of busy at the moment stopping us from getting fried."

"When you are ready drop out of the way and I'll hit them." Spiderwoman interrupted them charging her venom blasts.

"Ready?" Rachel prospered herself while Blink ducked behind cover.

"Now." Jess yelled she fired off two shots as strong as she could as quick as she could while Racheal dropped the barrier and jumped behind the same bit of cover as her friend. The blasts hit the Sentinel's dead centre in their chests causing them both to both shack before they exploded.

"Nice." Racheal said as she got back to her feet. Once more using her powers to pull all the rubble off of Jess. "Can you stand on your own?" She asked as she help the spider onto her feet.

Putting her weight on to her feet she let out a cry as pain she was feeling in her legs intensified and she fell back to the ground. "I think my legs are broken."

"Ok," Racheal once more lifted the other women with her powers. "I've got you. Blink lets go."

Blink opened a portal just as their communicators went off.

Outside the Sentinel that had talked to Wolverine and shot Iceman in the chest started to walk towards Magma charging its chest cannon as it walked. This was when it was hammed by hail by Storm forcing it to stop in its tracks. It turned to face her. She floated a little distance away with her arms crossed and a smug look on her face. She made no motion to attack him and this confused its programming.

"Your attack did no damage. Yet you smile." It asked her

"Oh, I'm not smiling from my attack."

"Then way are you relaxed?" Once more it prepared to fire but this time at her.

"Because you are about to have a very bad day."

Just then two very cold arms wrapped around his chest lifting him into the air as he iced up.

"Let me give you some advice." Iceman started as ice spread down its arms and legs. "If you are going to try and kill an omega level mutant." Now it had totally frozen over he smashed it down onto the ground as hard as he could smashing it apart. "Make shore they are dead before you move on."

Flying over so she was floating in front of his face her smiled grow even larger.

"Your powers just keep getting, better don't they?"

"What can I say. Keep this hail and rain up to me and there is just about nothing I can't do."

"Well If you can do anything then how about you deal with Amara." She pointed over to Amara how still knelt on the ground weeping.

"Right Amara."


	13. Chapter 12

Chapter 12

"Carol," Peter yelled, "we have a problem." He backed up slowly from May as she slowly muted something under her breath. That wasn't what scared him. No what worried him was the heat he could feel coming off her body.

Meanwhile Carol ducked under a punch from Bision before following up with two quick shots of her own. "I'm kind of busy at the moment," She yelled back.

"Yeah well you might wont to unbusy yourself," He retorted. "There is something really going wrong with May."

"What?" She exclaimed while tacking her focal off her opponent.

This he used and while she was distracted she punched her in the midsection lifting her up from the ground. He followed this up by smashing her into the ground multiple times before throwing her at Spider-man. He watched this and cringed before his spider-sense went off and he was forced to jump out of the way as she was thrown passed him into a wall.

He ran over to her and helped her to her feet asking, "are you ok?"

"Fine just peachy," She stood up straitening her back as it cracked back into place. "So, what is so important that you found that you had to line me up for that kind of pain?"

"Um that." He pointed over to where he had left May standing. Finding that things have escalated on them. She no longer stood there muttering but was now forming full words. "It's all his fault." Her eyes were starting to glow and small cracks where forming over her body.

"Oh, this is not good," Carol said in shock.

"What is going on?"

"This is so not good."

"What is going on?" Peter asked once more very sternly while getting in her face and grabbing her arms.

"She is going Binary," she broke his grip on her. "But I don't know if she can hold the power or what it will do to her. Most likely it will explode out form her and everything caught in the blast wave will be ripped apart at an atomic level." Shock didn't even start to cover what he was now feeling. "We need to get out of here right now. You grab the alien thing and I'll call the evac. Then we need to get the hell out of her."

"Right, right," he broke out of the shock he was in. turning around her made one large leap to get back to where he had left the race. "Come on time to go." It pulled itself off the monitor and re-attached to his body. Turning back around his spider-sense rang out stopping him dead in his tracks.

Meanwhile Carol reached up and activated her coms. "This is Captain Marvel on the open channel to all X-men and Avenger. If you can hear this, you need to evacuate the area right now. I repeat you need to leave right now."

Ironman shot out a repolser knocking the head off of one Sentinel. "This I Ironman. What is going on Carol?"

That was when four arms pulled Bastion through the window they had used to get into the storage area. She quickly charged up and blasted Bastion back out the window, "Spider-man get your ass over here."

Leaping over to her he quips, "gee not even married yet and you're already bossing me around."

Picking him up bridle style she took off as fast as she could out the door. Not even bothering to reply to his comment. "Ironman, Spiderwoman from the future is going Binary. Her powers are going to over load shortly. When that happens, she will explode and there is nothing we can do about it."

"Time to leave people," Captain America orded down the communication links. "If you can fly grub someone that can't, then get yourselves out of here. Carol where are you and how far away are you?"

"Not far I have both Spider-man and the captured Race, and we are making our way out. Don't worry about us just go."

Iceman ran to where the ground had started to melt. As he moved he shed his large body off leaving himself in his normal size. "Amara, time to go." Starting an ice bridge, he slides out over the magma poring as much ice into it as he could be watching as it melted almost as quickly as it formed. "Come on girl snap out of it on one is going to be able to reach you like this." Ironman grabbed Captain America and took off with him, Storm did the same with Wolverine in tow leaving Hulk and Thor with the two mutants. Getting to her side he started to freeze up as much of the ground as he could. "Come on Magma snap out of it."

"No, it can't be," She opened her eyes and looked straight into cold face. "You can't be here. You died, I saw you. You had your chest shot out."

Reaching up he rested the flat of his hand on the side of her face. He felt the heat from her skin burn his hand making steam rise off of him. Yet he gritted his teeth to hold in the pain. "If I was dead you wouldn't be able to feel my hand, now would you? Now calm down please or you will kill me by making me melt."

This was where Carol shot out of the bunker in a blur with her two passengers.

She leant into his hand and wrapped both of her hands around his wrist. Starting with her face and hands she slowly changed back her body and the melted ground all around them. "It is you. You are right here." She opened her eyes and looked straight into his.

"Hay it's going to take a lot more than a hole in the chest to kill me." He wrapped his other arm around her waist and drew her onto his body. Placing his fore head on her's, "Come on we need to get out of here."

Just then Hulk landed next to them he pulled them both into his arms and jumped away leaving Thor to cover their retreat.

Spider-women stood stock still cracks slowly made their way up her arms and legs. "It's all your fault," She recited off like some sort of mantra.

"What are you talking about?" Bistion asked walking towards her.

Yet she didn't see his all she could see was so much pain that was in her life.

"You killed the man that made shore we never went without anything."

She flew alongside of the quinjet as it flew away from New York. In the jet was the rest of her family. While behind her on the ground standing back to back was Ironman and War machine. The two of them had volunteered to stay behind and cover the retreat of the Avengers knowing full well it would be a death sentence and, yet they did it without even thinking twice. She could even still here the two of them joking over the radio even though they were totally surrounded by Sentinel's.

The skin on her arms broke off leaving behind burning red skin. "You killed the man that made shore my brother and I knew what our family stood for."

Captain America jumped in and hit Bastion as hard as he could with his shield in his chest over and over again braking open a large craves.

"Pesky human," Bastion grabbed hold of both of his arms and legs pulling them to streak him out. "We do this to make shore of the continuation of the human race and, yet you choose them over us. You do not get to live in the world we are bringing." And with one more great heave he ripped the man in his arms in half.

"No." Bunker yelled before he raced in and rammed both of his hands into the hole that the Captain opened before he died. Then he fired off his repolsers on their highest setting totally incineration the machine until there was nothing left.

The skin on her legs broke away leaving the burning red skin behind and then the cracks formed all over her chest. "You killed the women that raised us."

"What are you babbling about?" He once more asked while getting right up close to her.

Bunker carried her in his arms as he ran down the corridor. She had been hurt by the roof of her room falling on her but thanks to her durability she had survived just knocked her out and only now was she just coming around. On his back sat Portal as she shot off shot after shot behind them killing the Race that was chasing after them. The attack had caught everyone off guard and they hadn't even had a chance to rebuild the city yet from the destructions caused by the Sentinel's and now some unknown alien was attacking.

Following behind them was both the first Spider-women but now she was in her civilian attire. Next to her was the Torch and he was all fired up, so he could shoot flames off behind them to slow down the advance of the Aliens.

Just then the building took another shot causing everything to shake and then lots of rubble fell down cutting the two groups off.

"Mum." Bunker called out as he turned around on the spot. "Portal can you open up a path for them to get through?"

"No don't bother," She called down the radio to them. "They are already here on top of us just get out of here all three of you."

That was where she blacked out again. Next thing she knew she was on the back of one of the quinjets as it was taking off. The back door was open and both Bunker and Portal were shooting out of it. Last thing she remembered seeing was a very large fireball blowing out the side of the tower.

The skin off her chest broke off leaving the hot red skin under it. "You killed the only family I had left." Cracks formed all over her face.

She watches with rage growing through her as the Alien pulled its arm out of her brother's chest. Her mind shut down in its rage. She ripped the offending creature clean in half before picking up her brother's lifeless form and then broke down in tears

Pain is what woke her foggy mind. It was Portal slapping her in the face and yet that was enough. Normal she wouldn't feel anything and yet in her shocked state of mind it was enough. "May snap out of it." Portal commanded her, "I need you to finish what we started for me. The portal is open." She felt the cold orb begin pushed into her hands. "Take this. I what you to live and let everyone know what happened here today. Let them know that we finished this with a bang."

"Portal?"

Another screech from the race broke through the day and now you could see all of them as they came into view around them. "I love you May. You where the sister I always wanted, and he loved you to. Now go stop all of this from happening." She felt her body begin picked up off the ground before being thrown through the portal and that was the last time she saw her sister.

The skin broke off her face leaving the flaming red skin behind and her hair caught fire. "You will never heart another person again I can promise you that." With that she let out all of her energy in one massive explosion that covered everything around her in a very bright light.


	14. Chapter 13

Chapter 13

The Hulk held onto the two mutants in his arms while getting as far away from the base as possible. Banner had told him he needed to get to the planes as fast as he could, and he knew that while he could cover a lot of ground with each leap he was nowhere near as fast as Ironman or even Thor. Looking back over his shoulder he saw Thor flying with him. They had a nice little rivery going when it came to smashing, trying to see who could do it better or even break more things and this is why he respected the strangely dressed man. Landing after another leap he took two steps and prepared to leap again when he felt the ground under him shake.

I don't think we have made it Hulk, Puny Banner said in his head. You might be strong enough to survive the explosion, but they can't. Give them to Thor he can make it.

He knew Banner was right, so he changed his grip on the two mutants. "Goldie Locks catch and go," He throw the two of them into the air and watched as Thor swooped in and caught the two of them and fly off with a large boom. Hulk turned and watched as a large white explosion swept over him.

Thor looked back behind him at the shock wave slowly gaining on him and the fire ball not far behind it. It was slowly losing strength, so he knew the planes would be safe, but it was slowly becoming a question of whether he was going to be caught and how much damage it was going to do. Changing his grip, he lifted the female mutate up to his chest and then swag Iceman up, so he was on the other side. If they did get caught at least the two men would take the brunt of the damage. Just then they were caught in the explosion as the planes came into view.

"Come on, where are you?" Ironman asked himself while he scanned the horizon.

"Any sign of them?" Captain America asked walking up to stand next to his friend while Wolverine joined them on the other side.

"No," he sighed. "Not a thing. They better hurry or they will be caught and while I know the two big guys will be fine I don't know about the other two."

"It would take something pretty big to kill Iceman he is an omage level, so he can control all water particles at the subatomic level. Unfortunately, Magma isn't, and her powers only work while she is touching the ground so if they are flying then she is as helpless as any normal human."

"Well knowing Hulk and Thor they will do everything they can to keep them safe." Ironman kept up the conversation while he was still looking. "How is everyone going?"

"Widow has come around but is still sitting down in the Quinjet. Hawkeye is still out, and we have had to set Spiderwoman's leg after it was broken. Outside of that everyone is fine. We are all just waiting around to see what happens."

Just then the ground they stood on shook and everyone that could ran up to stand alongside of them. This caused Storm, Blink, Spider-man with the Race still attached to him, and Captain Marvel to come running out of the quine jet and joined the others on the ridge.

"What the hell was that?" Blink asked.

"That would be the explosion and that would be the fire ball." Ironman answered while pointing off into the distance. "I can see Thor and he is carrying the two X-men but there is no Hulk with him and I don't think he is going to make it."

He watched while his friend was caught in the fire ball and they all gasped as they watched the fire slowly died down and a very large ball of ice covered in fire came bouncing across the ground clearing the line of people as it passed over them and smashed through the Black bird. Continuing on its way until it slowly came to a stop a small distance away from them. Storm called down rain to put out the flames as they all rushed up to the ball of ice. This left an uncounses Magma, Thor and a very tired Iceman laying on the ground. Storm knelt to check on Magma to make shore she was ok before lifting her up onto her shoulder. Spider-man ran up to his friend who wasn't moving very far.

"How are you going? That looked like it had to hurt."

He reached out a hand, but Iceman waved him off. "I'm just going to lay here for a bit. If anyone needs me tell them to take a number." He replied as he slowly closed his eyes.

Everyone chuckled at his response as Thor slowly rose to his feet. "Your friend is a truly brave man Spider-man. I thought we were in a bit of trouble just then, but he somehow covered us all in that ice and so kept the fire and debry off of us."

"Yeah that is Bobby all heart and not much brains and yet somehow he still manages to pull off stunts like that." Spider-man knelt down to lift his friend up into a fireman's carry. "I don't know about you lot but I think he deserves a rest."

With that they headed back to the Quin jet. About half way back they could hear Racheal and Widow yelling at each other.

Both Captain America and Ironman let out a knowing sigh.

"What the hell?" Wolverine stated just as Black Widow limped out the back of the plane followed by a very pissed off Racheal who quickly throughout her hand making Widow stop dead in her track.

"Get off me bitch before I rip you a new one."

"What's going on here?" Captain America, "like I don't know."

"She refuses to sit still and recover. She was just knocked uncountious back there for all we know she could have a serious head injury and, yet she won't stay still. She insists on going out there and looking for Banner."

"When I hear the explosion, I know he didn't make it and now is out there somewhere probable changed back into Banner and is going to need both his cloths and help." Widow retorted while shacking the bag on her shoulder a little to emphasize her point.

Ironman tapped him on the back as he continued into the jet with the others following him. "Have fun this is so not my problem."

"Not for long it's not." Steve pointed to his friend's chest, "you can take her to look for him. Between all the different sensors in that suit of yours and her weird connection to Banner it shouldn't take you two long to find him. And it also means if she takes another turn from her injures your suit can pick it up."

"What?" Racheal yelled, "you can't be serious she needs a hospital not to go running around looking for her boyfriend."

"First off one, Banner isn't my boyfriend (yet she whispered) and two I am no more human and in anymore danger then you and the super soldier over here. Now let me go," she growled out.

"Fine," dropping her hand. "But if you turn up dead from a brain injury then don't come complaining to me."

"Right now, we have that sorted." Ironman walked up to Widow, so she could take a hold of him, "let's go find my science brother." With that the two of them took to the sky's.

Just then Captain Marvel came running out, "Cap we have a serious problem here."


	15. Chapter 14

Chapter 14

Out in space the Peck orbited around the earth scanning out into space for any and all sighs of life. All at once lights and sirens started to blare all over the station and Brand first thoughts where.

"I knew it. It just has to be one of them days. Missed my morning coffee, so I didn't even get the chance to start the day right. Then Beast wouldn't return my calls and now this. If this gets any worse, I might just have to shove someone out the airlock." Running into the bridge she yelled, "I want a report. What the hells is going on?"

"We have a massive explosion in the middle of the USA and it looks to be of cosmic origins," One of her staff replied.

"Ok so how did it get there. We are monitoring everything in the area. From our prospective nothing got passed us. So, what happened?"

"Ma'am, I have Commander Fury on the line and he want to talk to you."

"Great just the man I want to talk to. Put him on." She walked over to her command screen as Fury's face appeared on the screen.

"Brand I hope you have some news for me because from what I'm getting from my people that was something you should know about."

"Yeah well we don't." Pinching the bridge of her nose she continued, "we are still collecting data, so we probably know just as much as you do."

"Ma'am, we have intel," another of her officers called.

"Well spit it out man we don't have all day," she said very curtly.

"We have managed to find a match for the energy and it is the same as the photons that Captain Marvel uses."

"Well get me her or Captain Rodgers on the line. We need to know what is going on right now."

Just as she was turning back to Fury a new alarm went off.

"What the hell is that Brand?"

"That would be the alarm for- "

"We have an unidentified contact entering our system. It matches nothing on records and we are picking up no known signals from it."

"We send out the usual meet and greet message."

"Already did Ma'am and so far, nothing. Nothing to even say they have picked up our message."

This was where Captain Marvels face came on the monitors next to Fury's.

"You called," she called out. "Or is this a bad time."

"You have been spending too much time with that boy toy of yours." Brand replied massaging the sides of her head. "Fury is on the line with us and we would like to know why you just blow up a small area of America."

"Sorry that wasn't me that was- "

"Ma'am they are still not answering our communications and they are just about to clear Mars. They should be here in about five minutes."

"Ahh, why does this have to be such a bad day." Looking back over her bridge crew she barked out the next orders. "Arm all weapons and get us locked on them. Get me everything to fire on them on my mark."

"Wait don't do that." Captain Marvel yelled down the line.

"And why shouldn't I blast a very menacing unidentified craft that won't return any calls and doesn't send out any messages straight to hell?"

"Because they are no threat to us just as long as we are no threat to them." Looking off camera to someone that Brand couldn't see she continued. "Spider-man get over here and talk to them while I go get the Cap."

This was where Carols head was replaced by Spider-man's head with another unknown head coming out of his shoulder next to his. "Me what am I supposed to do about this? They are not going to listen to me?"

"Spider-man what the hell is that on your shoulder and what on earth have you all be up to now?" Fury asked.

Scratching the back of his head Peter laughed, "Well you see that is a funny story really. You see we had a visitor from the future come back in time to warn us about an upcoming war and maybe if we are luckily preventing it. To do that we needed to attack a Sentinel base and try and destroy what they were doing before it all got out of hand and well you see he was the problem." Spider-man pointed to the extra head on his shoulder. "They kind of kidnapped him and two others of his kind. Experimented on them and killed the others. So, they could use their tec on themselves. So, we went in stopped them, rescued the last prisoner as you can see and well our little visitor kind of blow themselves up in the process to try and finish it or just because she kind of snapped and had a giant break down. We don't know yet but once everyone is back on board we will be going to find out."

"Did any of that make sense to you?" Fury asked.

"No," She stood up straight and crossed her arms.

"We have a weapons lock on target." One of the people on the bridge yelled.

"Contact is changing shape," another followed

"What?" Bard yelled wiping her head around.

"The contact is changing shape." Standing up straight he looked her straight in the eyes, "It is like whatever it is has pick up on our intent and is reacting. It has changed from a perfectly smooth ball into one covered in spines."

"That makes no sense. You are not picking up any weapons of any kind?"

"No ma'am nothing like that. We still can't get pass its shell let a loan pick up any energy signature."

"You need to stand down Bard right now." Spider-man yelled over the coms.

When she turned back to him she could see whatever it was attach to him seemed to be moving around in a very distressed fashion.

"I am not about to stand down and show no type of way of defending my people and this station without good reason and so far, you haven't given me any."

Captain America moved to stand next to Spider-man and gave her a very hard look.

"Take my word for it Bard. Stand down." He used a very hard voice on her making her take note. This was something she hadn't used with her before, but she had seen him use it in interview with informants to get information. "If you don't show them any aggression then they will return the gesture. After all they are not here to make war just collect one of their people."

Taking a moment to think. "Waiting for orders ma'am. They will be entering orbit in about two minutes."

"Stand down." She sighed, "I repeat all forces stand down." Turning back to the screen, "I am doing this with your word Cap. If this all blows up it is on your head not mine."

"You have my word nothing will go wrong."

"Ma'am I have picked up one part of the ship is braking off and will be entering the earth's atmosphere at any time. Computer says that the section of craft is headed for the spot we picked up the explosion."

"We Cap looks like you are about to have visitors. I hope you are ready."

Down in the quin jet Captain America stood up straight and placed his hand on the shoulder of Spider-man that didn't have the life form on it. "We are ready and willing to return the prisoner to them when they arrive. Captain America out." He shut down the monitor then looked back to the man standing next to him. "Well sounds like your ride is on its way here. Maybe then we can try this whole first contact thing properly."

The life form started moving around on Spider-man's shoulder again.

"He says he hopes for that to."

They walked out into the sun and stared up into the sky just to get their first real look at the ship. It was a black smooth egg shape that had the texture of skin to it and, yet something seemed very off. As it moved closer to the quin jet its sides seemed to run like water as the formed to insect like legs on the bottom of the structure. This was where they could really start seeing it for what it was landing next to it. It had the same texture as the Race that had attached itself to Spider-man. It was like whatever he was made of so was it. It touched down and slowly formed a tube out of its side. When the tube touched the ground it brock off a part of itself then retracted back into the structure while the bit that was left behind form into a humanoid shape. No mouth formed but two small blue eyes opened to look out and around the group. Its gaze went from Captain Marvel, to Marvel Girl, then Storm, passing over Captain America it fixed its gaze on Spider-man and what was left of the survivor. It took three steps forward and held out its hand to them.

Spider-man once more let out a sigh, "looks like your friend is here. Now you behave yourself and don't do anything I wouldn't do."

Walking forward he reached out and took its hand into his own just to have the top half of the new life form stretch out and wrap around the top half of his body taking him and the other life for into itself.

"Spider-man!" Captain America yelled stepping forward and reading his shield along with Racheal and Storm slowly lifting into the air.

"No wait don't," Captain Marvel yelled to them all holding her hands out in a calming gesture. Motioning for them to stand down she continued, "It's ok, this happed inside the base two."


	16. Chapter 15

Chapter 15

After a few minutes the life form pulled back off him leaving only Spider-man behind. Sucking in a great breath of air he fell to the ground and started to speak out as both Captains ran over to his sides to make shore he was ok. "Please you don't have to do this," he pleaded. "I know what they did to you was wrong but wiping them out will not bring the others back."

"What is going on?" Captain America asked.

Up in space Bard had her crew keep scanning the mother ship for any changes but even she wasn't expecting this.

"Ma'am the ship it is breaking up."

And there it was right in front of her. The massive ship that looked so dangerous for so long had pulled its spikes back in on itself and now it was breaking up. Not into one or two smaller pieces. No, the whole ship just kept dividing into two until there was twelve of them left. All of them identical to the first. All of them egg shape and all of them covered in spines and they shot out all around the world before entering the earths atmosphere.

"What the hell are they doing now?"

"What is going on?" Captain America asked.

"The hive mind has decided that the Sentinels are a clear and present danger to the Race and so need to be wiped out of existence." He looks Captain America square in the eyes, "they have no concept of one single life working alone. They are like one giant bee hive only without the queen. They think as one they act as one and, so they have no need to or desire to communicate with sounds. That is why they need to touch people to talk with them and even they it's no really talking it is them entering your mind and basically down loading everything you know into their memory banks." Letting out a sigh he hung his head as he continued. "They took my memories and everything that had happened to the race we rescued and came to the conclusion that the Sentinels need to be wiped out. They have scanned the world and located all the sentinel bases and all the sleeper agents and are proceeding to mass genocide and there is not a dame thing we can do about it. Because if we do if we try to step in the way and I mean any of us. If one single human anywhere on the planet try to stand against them then they may try and wipe out all of us to."

"You have got to be kidding me."

All around the world the Race passed over every town and city and as they passed over a target small parts of the ship brock off and fell to the ground next to the person they were after. Followed by a tentacle quickly reaching out and instaring the person in question before pulling them into the mass. Even if the target was inside that didn't save them. The race would just land on the building form into a human like figure before hunting the person down and pulling them in. After they had finished all the drop offs they would pass out into the country side and buring themselves into the ground and where if anyone was nearby they would feel the rumbling and hear explosions going off underground.

Spider-man ran up to the Race that was walking back to its ship. Grabbing it by its shoulder he span it around to look it straight in the eyes. "You can't do this. I know you don't understand about how we are all our own people, but you can't hold everyone accountable for the actions of one person. Especially considering that you are probably scaring them all right now. Unlike you we don't have some sort of over mind that thinks for us. We each have to learn we each have to grow we each have to live the lives we are meant to live and try and learn from our mistakes we make." Letting the alien go he dropped his arms and let out a sigh before he continued. "Somewhere out there there are Mums, Dads, Sons, Daughters, Husbands, Wives and Friends are all watching as you attack their loved ones and when that happens they get scared."

In some non-descript kitchen out there in the world a Mum had been standing and making dinner for her family before she was attacked and dragged into the waiting mass. Her Husband had chased the kids out of the house and took them over to the neighbour's house while he went back to discover what had happened to her. He found her and went to get his bat from the garage now he had returned to try and make this thing get off of his wife. As her approached with the bat back over his shoulder a head formed out of the mass with two blue eyes it stared down at him as it formed to very large, very sharp looking blades out of itself.

"Get off my wife."

"Some of them will lash out and think they are doing the right thing by attacking you but you need to realise that to them you attacked first." It twitched its head to one side as it seemed to take in this information. It reached out, and a tentacle formed from the ship taking its hand. "So please don't do anything we will all regrate. After all, if you start this fight then we will be forced to push back, and we don't want this fight. So please stand down and let the people go." The Race then held out its other arm for Peter to take. Once more he took hold to the offered limp and once more he was taken into its body.

Lashing out with his bat he aimed for its now visible head, but it blocked his strike with one of the blades. Cutting the bat in half it then reached out to grab him with its other blade. He dived out of the way as he felt the wind off the blade pass over his head. Throwing away what was left of the bat he ran forward and tackled the alien to the ground where the two off them rolled around on the ground until it wrapped itself all around his middle and held him down forming yet another blade it drew it back above itself. He closed his eyes and waited for the end to come.

Once more it let Peter go and once more he fell to his knees.

"Thank…you," he struggled to say once this time only Carol came to his side and helped him to stand. "You will not regret this. If you ever need anything come find me."

The Race let its head to one side in an almost confused manner.

"Peter what's going on?"

All around the planet the ships that crashed into the ground flew slowly out of the holes they made without a mark on them and anyone that entered the holes that where left behind found hundreds of destroyed Sentinels in them and the building underground had no power left in them. Then they passed back over the same path they passed on the way in.

"They did it. They destroyed them all. There is not a single working unit left on the planet. They wiped them all out and made shore they could never be activated again."

"What about the people. The sleepers we can't even pick them up what did they do to them?"

The blade never fell. When he once more opened his eyes, the blade was just millimetres away from his face and yet there it had stopped. Drawing itself up back into a standing position it pulled itself from his wife and allowed her body to fall onto her husband. He didn't even think twice as she fell he wrapped his arms around her to cousion her landing. Checking to make shore she was ok he found he uncouses but her pulse and breathing where still going strong. "Thank you for giving her back."

"They took all the tec out of their bodies. All the sleepers are now one hundred percent human again. They didn't no they were infected by nanites and now they are all gone. They listened to me and decided that they would give them a chance." Pulling off his mask he kissed her as hard as he could catch her completely of guard. "It's over, we did it, the fight is over before it could even begin." Lifting her up into the air he spun her around causing a squeal to escape her mouth, "Our daughter's future is safe form them."


	17. Chapter 16

Chapter 16

The party was in full swing. Tony had really out done himself this time. Somehow, he had managed to get messages out to all the Avengers both active and non-active as well as the Fantastic Four. Somehow, he even managed to get Reed out of his lab and they had even draught along the kids with them. Most of the X-men had turned up and surprised Carol with the Guardians of the Galaxy turning up to.

As Captain America slowly walked through the crowd of people he had short little conversations with everyone he knew as he searched the crowed for a few set people. Finally, his eyes fell on the first of the group sitting at the bar drink in hand and Pepper trying to talk him down from doing yet some other stupid act. Shaking his head, he matted, "Stark." Walking up to his friend he straight up took the glass out of the man's hands. "Sorry Pepper but I'm going to have to interrupt." Turning to Tony he continued, "Falling off the wagon, are we?"

"Nope drinks are all free of any and all alcohol after all the lady of the hour is also a recovering alco. Well except Logan's beer but I don't think anyone else wants to drink that muddy water." Taking a swig from his drink he gave Pepper a quick peck on the cheek. "Had you going for a minute there."

She returned the gesture with a swat to the back of his head. "Jerk, behave or I'll kick you out tonight."

"Who me I always behave."

"Right," rolling her eyes she turned to Steve, "Whatever it is you want this misfit for can you at least keep him out of trouble." Pepper then walked off into the crowed.

"I'll do what I can ma'am. Tony do you still have that sphere that came back with May?"

"Yeah It's in my lab. Still can't get anything off it. Why?"

"I promised her that I would make shore that it went to the right people if anything happened to her. So, can you get it ready and I'll get the others and meet you in the lab."

"Right. You do know this is meant to be a party, right? You know no work allowed."

"Yes, but I think this will be the only time we will get everyone we need in the right place. So, can you please?"

"Ok, ok, one of these days we really need to get you to have a day off."

Continuing his way, he saw the Richards family over talking to Jessica Jones and her husband Luke Cage while the two older kids kept the toddler entertained. Once more making his way through the crowed he passed by the dance floor glancing up he had to take a double take as he spotted Banner up on the floor slow dancing with someone he didn't expect. Slowly the two of them turned on the floor and the lady in his arms came into view and this is what made him do the double take for there was Natasha Romanoff in a stunning red dress with a real smile on her face.

"Surprising, isn't it?" Bucky said moving along side of him.

"Yes, it is. Only thing is I don't know which one I should be more surprised about. The fact that is a real smile on her face or the fact that it is with Banner of all people. After all I thought she was with you."

"We had one of those on again of again flings. While that. That is the real deal. Started out on a mission. Believe it or not she needed his help on a mission and for cover they used the age-old line of a married couple." He let out a small chuckle thinking of all the times he had used it in the past. "Well it seems that he treated her so well as his 'wife'" making hand gestures, "She just kind of fell for him and next thing you know she is hanging out in his lab and trying to get his attention."

"Well I'm happy for them." Steve said crossing his arms across his chest while continuing to watch them turn on the floor. "Hopefully it all works for them. Do me a favour will you?"

"Name it."

"Go find Racheal Gray for me and bring her down to Tony's lab. I need to go get the Richard family form over there." He took his eyes off his friend to point out the four of them.

"No problems Cap and here I thought you might have a real mission for me."

"Not everything has…" Turning his attention back to his friend he found him gone. "Sometimes he can do that too well.

Leaving Bruce and Natasha to their own little world he made his way to the two families

"Sorry to interrupt you good people but I am going to need you for a little while."

"Something wrong Cap?" Sue asked getting up from her seat next to Jessica.

"No just for filling a promise it all so can you two and your two little ones please come with me down to Tony's lab we can all get back to the party that much quicker."

Racheal still didn't know why she was here why was Captain America asking for her. There is nothing that she has that he would be after is there. As the elevator opened Bucky motioned for her to walk out and into Tony's lab and then she really was confused. There was the Richard family Sue standing there off to one side with her two children just waiting while over next to some machine she didn't recognised was Captain America arguing with both Tony and Reed about whatever was in the machine.

"Look I know we still don't know what it is or what it can do but I need you to stop this thing and take it out." Using his hands in a very calming gesture he continued, "I made a promise and I will fill everyone in on that promise right now if you would please just take it out."

"Fine but if this whole thing blows up in our faces I'm not paying for the damages. I'll send you the bill instead." Tony replied starting to stop the machine and opening it. Removing the orb from the case it was held in he turned back to Steve.

"Fare call. I can agree on that." Taking the orb from Tony's hand he walked into the middle of the room. "If you could all please come here I will explain."

Racheal and Bucky came over to stand by Steve's side with Tony stayed on the other. Reed moved around to stand with his wife while resting his hands-on Valeria shoulder while Franklin continued to stand by his Mother's side. In the end they all just made a nice triangle shape with the way they were standing.

"Before we left on that last mission with May Parker otherwise known as Spider-women I had a chance to have a small conversation with her about what was to happen in the future and in the end, she said that she had two missions. One was to stop the Race from coming to the Earth and by doing so completely changing the timeline and in the end saving us all from the end of our species. The other was to do with this." He held out the orb for them all to see. "She wasn't very specific about who gave it to her she just said it was given to her and her brother by the Richards and that it would only open when both Franklin Richard and Racheal Gray put their hands on it and that was her task to get the two of you together to open this."

"Now hang on a minute." Tony started.

Stopping him with a simple hand gesture he continued, "I am not saying you have to open it. That was not what I promised her. I only agreed to bring you here to decide for yourselves what to do with it. Now Bucky this has nothing to do with you I only asked you to find Ms Gray because I knew you could do it a lot faster than I could and you have finished that task. So, you can go back up to the party if you want."

"If you don't mind I think I might stay." Looking around he found a stool which he proply span around so the back was facing everyone in the room and sat down on it. Pulling a knife out of his boot he started to twice it through his hands. "No offence to everyone upstairs but I'm not really one for parties and there are way too many people in too much of a small space for me to relax. Also, according to the scuttle bug, I missed out on one hell of a mission a few days ago. If something like that goes down again I want in."

"Tony, you have been studying this thing for a few days now what have you got for us before we let this people have the final say."

"I have a sweet lot of nothing for you. I can't get any type of reading from it of any kind. According to every test I know this thing." Tony motioned with his hands. "Doesn't exist and to me that is alarming. I don't like it, I don't like it at all. There is just way too much we don't know. Shore we know where it comes from about thirty or so years in the future but outside of that nothing. There are four people right here in this room that have the last name of Richards. Who I might add all have ether the intelligent or the skills to make something like this and that doesn't even count the number of people out there in the world that may or may not have the same last name as you. Finally, I might add what has any of this have to do with Racheal over here. No offence or anything considering I already know you are a time traveller. I did my reasch into you and your skills and this thing," once more gesturing with his hands, "is not something you could make. Sorry but if you want my option. Don't do it. Let's keep running test until we can get something off it then we can make a better decision with more information."

"Thank you, Tony, and no we didn't ask you. To me the only people in this room that have any type of say what we should do with it is you three." Steve motioned to Reed, Sue and then Racheal. "After all Franklin is still too young to make these types of choices on his own. So, what do you have to say?"

"May I?" Racheal asked. She reached over with her hands, "I would like to scan it just encase I can get anything from it with my telepathy." As her hand just about touched it the skin on it shimmed and formed a hand mark that looked like it would fit her own. "Woah," she pulled her hand back away from it and once more it smoothed over. "That was weird. Nothing was coming form it until I just about touched it and then suddenly I could feel myself."

"Reed I don't think this is a good idea." Sue said with a little worry in her voice, "I can't believe I'm saying this but what if Tony is right this time. Maybe we should do some more tests."

"Hmm," Reed said starting to rub his chin with his hand as he thought things over.

"Oh, I don't believe this." Valeria piped in, "Of because they should do it. The world was just about to end when this thing was made. There could logically be only three people in this room that could have made it. Dad, Franklin and me, sorry mum. And quite frankly do you see any one of us sending something back in time that would harm anyone here. No, they wouldn't. Whatever is in there would be there for some sort of benefit. After all there is no point in going through everything they did to save the world just to end it. So, get over there and open the stupid thing."

"Valeria, I don't think- "Sue started

"So, she is right," Reed interrupted her. "Everything she said is correct and I would like to add the most likely person to make something like that would-be Franklin and he is very unlikely to put something dangous in it. So, go ahead Franklin you should open it."

"What, why, why Franklin?" Racheal asked.

"His mutation." Valeria stated quite simply like it was come knowledge.

"Franklin can quite literally bend reality anyway he wants on the molecular level. If he wants to make something that no one but two people could open and in essence doesn't exist, then he can."

"Makes sense." Racheal once more reached over and this time she didn't stop but removed the orb from Steve's hand. One of her hands sank into the orb while the other stayed on the outside to support it. She turned around and knelt in front of him. "Come on kid let's do this."

"Mum?"

"It's ok Franklin. Trust your Dad and Sister they know what they are talking about. And if they are wrong then there will be hell to pay."

Reaching out his hand the orb once again changed to allow his hand to pass through and into it. They could feel each other's hands with in it as it slowly started to pulsate with light which was stadlly getting both brighter and faster between flashes. Next thing they knew the orb reached right around their hands locking them into the orb. Now it was flashing so brightly and so often that none of them could look at it without hearting their eyes. Then it burst into flames covering both of them inside of the flames which formed up into a large bird that opened its wings. This caused a large explosion that knocked all but the two of them over on to the floor and sliding to the walls. This caused all the walls to shack before it let out a large screech and then it just disappeared.

Steve slowly made it to his feet and looked around at the destroyed room. "Is everyone ok?" He asked as his eyes were drawn to the two people still in the middle of the room. Both still had their eyes closed and still held each other's hands. Though what really had his interest was the fact that both where smiling which slowly made its way across their faces and finally the two of them burst into laughter.

"I can't believe that really worked," Racheal said as she opened her eyes.

"What did you expect my sister was a genius," he replied opening his eyes.

"That is true now get over here," she replied before pulling him into her arms and the two of them locked lips in a very passent kiss.

Sue then cleared her through getting the two to stop and turn in her direction. "Do you mind getting your arms and lips off my twelve-year-old son?"

"Right, yeah, younger bodies," Franklin replied.

"Yeah we are going to have to do something about that." Racheal said looking back at him to now notice she was looking him in the eyes and was no longer kneeling. "Cheeky you used your powers on me."

"Yeah sorry should have asked first." Reaching back to scratch the back of his head. "I kind of took a few years off your life."

"Oh, really and how old am I now."

"Twelve."

"Well I guess I can live with that. After all it does put us on an even playing field." Reaching up she touched her temples before continuing. "Professor Xavier is trying to scan our minds. Ill deal with him if you can fill them in."

"Deal. Mum, Dad boy do I have a story to tell you."


	18. Epilogue

Epilogue

Theses where the jobs that Happy enjoyed doing. He was given the honour of taking the new parents home for the first time and he couldn't be happier then to get out of the Avenger Tower. Don't misunderstand him he enjoyed working for the great Tony Stark but ever since he became Ironman he was no longer needed to be his bodyguard. So now he was just so overpaid errand boy at times. But then something like this would come along. He pulled the limo up in front of the small two-story house in Queens and new this little job would be coming to an end soon and then he would head back to the tower to wait on the next task Tony had for him.

Stepping out of the limo he quickly stepped back to open the back door, so the people inside could get out and enter their home. First one out was a young man with chocolate brown hear and eyes. To anyone on the street he would look like your average young man but to all those that knew him best this was the Amazing Spiderman or Peter Parker.

"You know Happy you didn't have to do this. We would have been perfectly happy catching a cab?"

"That might have been the case sir, but Mister Stark wanted me to make shore you had no troubles getting home with those two new little ones." Happy replied as he looked down into the Limo to the two sleeping forms and their mother. "After all it also gave me a good reason to get out for a while."

"Well thank you Happy from both of us." Said the young blond women. Now this person made most people look twice at her looks. She was known as one of the most beautiful woman on the planet and did I mention one of the strongest. This was the great Captain Marvel or to her friends Carol Davis Parker. "Peter can you please unlock the front door while I get these two out."

A little over a week ago she had given birth to their twin children. She had lost her powers while she was giving birth and they were yet to return. Beast said they would return shortly but until then she was told to stay away from any of their usual affairs. They have two children twins one little girl named May Carol Parker named after Peters dear Aunt who died while Carol was pregnant with their children and Steve Joseph Parker named after their two brothers who both died in combat.

"Ok I'm going. I'm a going." Peter replied as he walked off.

Happy smiled shock his head and headed around to the boot of the car. Popping the boot, he let in to get the bags out of the boot only to be rocked and pushed right off his feet by a massive explosion. With his ears ringing he slowly made his way back to his feet to look around and all around him there was bits and pieces of the house and then he hears her voice.

"Peter!" Carol screamed as she got out of the car and ran over to where his body was laying on the front lawn. Rolling him over she heard him grown as he slowly came around.

"Not now Aunt May I've got a really bad head ache."

"Oh Peter. Are you ok?" Carol asked

He never got to answer as they heard a very disturbing laughter coming from over what remained of the house.

"Welcome home." The Green Goblin chuckled. "I thought I would bring your two kids a little welcome home present and you know what I thought the best thing I could give them is." The Goblin pulled a pumpkin bomb out of his glider and activated it. "I'm going to make them orphans." And with that he lobed the bomb as them. The bomb never made it to them as it was caught in some sort of force field where it harmlessly blows up. This made everyone in the area stop what they were doing in surprise. Just then a fire ball came out of nowhere and collided with the Goblins glider blowing up under him. The Green Goblin started to fall to the ground where he was caught by Reed Richards sliding down his back to where Ben stood at his feet.

"It's clobbering time." He said before punching the Goblin in the face knocking him out cold. Reaching down he lifted the Goblin up and dragged him over to where the others were standing. "No one takes on a member of the FF without the rest of us getting involved."

Finally, Peter shook his head clearing the confusion from his face. "What, how, why, what is going on?"

Now a firm hand fell onto his shoulder causing him to jump in surprise, "easy soldier." Captain America said in a carming gesture causing both Carol and Peter to reach to their chests where their hearts where beating uncontrollably. "We were told a while ago you were going to be attacked at this very time and place, so we set our own trap. Sorry about your house but we needed him to make the first move, so we could spring it properly."

"But how none of you were here a minute ago."

"Um Peter have you looked around properly yet?" Carol asked.

Now he took the time to process what really happened and as he scanned around he finally saw who was there. The Fantastic four stood together, Jonny still in flames, Reed holding onto Sue's hand (now he knew why he didn't see anyone she hid them all.) Captain America stood where Peter was just a few seconds ago before he jumped away in fright. Ironman hovered not too far away from them and the most surprising of them all was the Scarlet Spider walking up very quickly towards the still uncouses Goblin.

His stinger extended from his wrist, "It is about time we ended this little game and stopped you from hurting anyone else."

But before he could stab it into the Goblin he hit an invisible wall, "You can't kill him. We brought you along because we thought you might like to help protect your brother. But now it is time to prove you are better them him," Sue pointed down to the Goblin. "And put him where he belongs."

She dropped the field and the Scarlet Spider put his stinger away. Bending down he pulled the Goblin up by the shirt with one hand used the other to pull his mask off. Slapping Norman in the face he came to just to come face to face with the eyes of the Scarlet Spider. "No this and no this well. I know what you were going to do here today." Pullin off his on mask he continued, "I am not my brother I have killed before and I don't care if I have to do it again. If you come anywhere near my family again I will come for you and just, so you don't forget." He reached up and pressed his hand to the side of his face which made him scream.

"Kane stop," Peter yelled.

Kane then pulled his hand off Normans face leaving a bloodied hand print on his face. "Just so you don't forget." Lashing out he punched Norman in the head once more rendering him uncouses. Kane then wrapped him up in webbing and leaving him on the ground.

"Man, and I thought Logan could be scary," Jonny said to his sister.

Not too far away from where the hero's stood sat three young people. Franklin stood with Racheal in his arms and Valeria stood next to them.

"Well it all happened just like you said. Norman attacked them when they tried to go home."

"What you didn't expect that." Franklin replied

"We come from the future remember. While there is a lot of things we shouldn't change and now a lot of things we don't know," Racheal continued.

"After everything May went through I think she deserves her parents, don't you?" Franklin asked.

"Yes, she does," a new voice interrupted them making them all spin around to face Madam Web. "What you don't know is you have cause the start of the end for four different realities. Now the first energy source is ready."

"What are you talking about?" Valeria asked.

"The most destructive weapon you will ever see." She answers pointing down to the group of heroes.


End file.
